Item 3.02. Unregistered Sales of Equity Securities.
Since the sales reported on the most recently filed Current Report on Form 8-K
by Grayscale Bitcoin Trust (BTC) (the "Trust"), the Trust issued 24,779,500
Shares at varying prices determined by reference to its Digital Asset Holdings
per Share to selected "accredited investors," within the meaning of Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), in private placement transactions exempt from the registration
requirements of the Securities Act pursuant to Rule 506(c) thereunder for an
aggregate of 23,559.18555570 Bitcoins representing $542,453,413. Genesis Global
Trading, Inc. ("Genesis") acted as the Authorized Participant with respect to
these distributions. As a result, there are 619,582,000 Shares issued and
outstanding as of December 22, 2020.
Because Shares have been, and continue to be, created and issued on a periodic
basis, a "distribution," as such term is used in the Securities Act, may be
occurring from time to time. As a result, Genesis, as Authorized Participant
facilitating the creation of Shares and as Distributor and Marketer, may be
deemed an "underwriter" under Section 2(a)(11) of the Securities Act. No
underwriting discounts or commissions were paid to Genesis with respect to such
sales.
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