Cipher Mining Inc. — Director's Dealing 2022

Apr 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cipher Mining Inc. (CIFR)
CIK: 0001819989
Period of Report: 2022-04-08

Reporting Person: Bitfury Top HoldCo B.V. (10% Owner)
Reporting Person: V3 Holding Ltd (10% Owner)
Reporting Person: Vavilovs Valerijis (10% Owner)
Reporting Person: Bitfury Group Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-08	Common Stock	J	2890173	$3.46	Disposed	203109827	Indirect

Footnotes

F1: Pursuant to the Waiver Agreement, dated as of April 8, 2022 (the "Waiver"), by and among Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo"), Cipher Mining Inc. (the "Issuer") and, solely with respect to certain sections of the Waiver, Cipher Mining Technologies Inc. ("Cipher Mining"), the Issuer cancelled on its stock records 2,890,173 shares (the "Cancelled Shares") of its common stock, par value $0.001 per share ("Common Stock"), held by Bitfury Top HoldCo in an amount equal to $3.46 per share of Common Stock in full satisfaction of certain of Bitfury Top HoldCo's obligations to Cipher Mining in an amount equal to $10,000,000.

F2: (Continued from footnote 1) Under that certain Lock-up Agreement, dated as of August 26, 2021 (the "Bitfury Lock-up Agreement"), by and between Good Works Acquisition Corp. ("Good Works") and Bitfury Top HoldCo, the Cancelled Shares were part of the tranche of Lock-Up Shares (as defined in the Bitfury Lock-up Agreement) with a Lock-Up Period (as defined in the Bitfury Lock-up Agreement) during the period beginning on the date that is eighteen months after the Closing Date (as defined in the Bitfury Lock-up Agreement) and ending on the date that is two years after the Closing Date.

F3: Bitfury Holding B.V. ("Bitfury Holding") is the record holder of 6,000,000 shares of Common Stock. Bitfury Top HoldCo B.V. is the record holder of 197,109,827 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. Valerijs Vavilovs is the sole owner of V3 Holding Limited ("V3"), which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo.