BTCS Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BTCS Inc. (BTCS)
CIK: 0001436229
Period of Report: 2021-01-01

Reporting Person: Garrity David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	A	250000	—	Acquired	250835	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-01	Series C-2 Convertible Preferred Stock	$0.17	A	15000	Acquired		Common Stock (88235)	Direct
2021-01-01	Stock Options (Right to Buy)	$0.19	A	1000000	Acquired		Common Stock (1000000)	Direct

Footnotes

F1: Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units shall vest when the issuer lists its Common Stock on the Nasdaq or NYSE.

F2: The vesting (and exercisability for the stock options) of the reported securities are subject to shareholder approval. Additionally, the Series C-2 Convertible Preferred Stock (the "Series C-2") is subject to redemption at 107% of investment value if shareholder approval is not received.

F3: Each share of Series C-2 is convertible into shares of the issuer's common stock beginning on the two-year anniversary of the initial issuance date at a per-share conversion rate determined by dividing the stated value ($1.00 per share as of the initial issuance date) by $0.17, subject to anti-dilution adjustment provisions. Further, the Series C-2 automatically converts into shares of common stock upon the earlier of: (i) the four-year anniversary of the initial issuance date, and (ii) the issuer's common stock being listed on a national securities exchange.

F4: The stock options shall vest as follow: 400 thousand options will vest on January 1, 2022 and the remaining options will vest based upon certain performance milestones involving the issuer's stock price.

F5: Not applicable.