Grayscale Bitcoin Trust ETF — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G/A 1 sc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

| Grayscale
Bitcoin Trust (BTC) |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 389637109 |
| (CUSIP
Number) |
| December
31, 2020 |
| (Date
of Event which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [ ] | Rule
13d-1(b) |
| --- | --- |
| [X] | Rule
13d-1(c) |
| [ ] | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 389637109

| 1 | Names
of Reporting Persons |
| --- | --- |
| | BlockFi
Lending LLC |
| 2 | Check
the appropriate box if a member of a Group (see instructions) |
| | (a)
[ ] (b)
[ ] |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization |
| | Delaware |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power |
| --- | --- |
| | 0 |
| 6 | Shared
Voting Power |
| | 36,156,866 |
| 7 | Sole
Dispositive Power |
| | 0 |
| 8 | Shared
Dispositive Power |
| | 36,156,866 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 36,156,866 |
| 10 | Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| | [ ] |
| 11 | Percent
of class represented by amount in row (9) |
| | 5.66% |
| 12 | Type
of Reporting Person (See Instructions) |
| | OO |

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CUSIP No. 389637109

| 1 | Names
of Reporting Persons |
| --- | --- |
| | BlockFi
Inc. |
| 2 | Check
the appropriate box if a member of a Group (see instructions) |
| | (a)
[ ] (b)
[ ] |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization |
| | Delaware |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power |
| --- | --- |
| | 0 |
| 6 | Shared
Voting Power |
| | 36,156,866 |
| 7 | Sole
Dispositive Power |
| | 0 |
| 8 | Shared
Dispositive Power |
| | 36,156,866 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 36,156,866 |
| 10 | Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| | [ ] |
| 11 | Percent
of class represented by amount in row (9) |
| | 5.66% |
| 12 | Type
of Reporting Person (See Instructions) |
| | CO |

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CUSIP No. 389637109

| 1 | Names
of Reporting Persons |
| --- | --- |
| | Zachary
Lee Prince |
| 2 | Check
the appropriate box if a member of a Group (see instructions) |
| | (a)
[ ] (b)
[ ] |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization |
| | United
States |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power |
| --- | --- |
| | 0 |
| 6 | Shared
Voting Power |
| | 36,156,866 |
| 7 | Sole
Dispositive Power |
| | 0 |
| 8 | Shared
Dispositive Power |
| | 36,156,866 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 36,156,866 |
| 10 | Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| | [ ] |
| 11 | Percent
of class represented by amount in row (9) |
| | 5.66% |
| 12 | Type
of Reporting Person (See Instructions) |
| | HC,
IN |

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Item 1.

| (a) | Name
of Issuer: |
| --- | --- |
| | Grayscale
Bitcoin Trust (BTC) (the “ Issuer ”) |
| (b) | Address
of Issuer’s Principal Executive Offices: |
| | c/o
Grayscale Investments, LLC |
| | 250
Park Avenue South |
| | New
York, NY 10003 |

Item 2.

| (a) | Name
of Person Filing: |
| --- | --- |
| | This
Schedule 13G is jointly filed by and on behalf of each of BlockFi Inc., BlockFi Lending LLC and Zachary Lee Prince. |
| (b) | Address
of Principal Business Office or, if None, Residence: |
| | The
address of the principal business office of each Reporting Person is, c/o BlockFi Inc., 201 Montgomery Street, Suite 263,
Jersey City, NJ 07302. |
| (c) | Citizenship: |
| | The
place of organization of each Reporting Person, other than Mr. Prince, is Delaware. Mr.
Prince is a citizen of the United States of America. |
| (d) | Title
and Class of Securities: |
| | Common
Stock (the “ Shares ”) |
| (e) | CUSIP
No.: |
| | 389637109 |

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | [] | Broker
or dealer registered under Section 15 of the Act; |
| --- | --- | --- |
| (b) | [] | Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | [] | Insurance
company as defined in Section 3(a)(19) of the Act; |
| (d) | [] | Investment
company registered under Section 8 of the Investment Company Act of 1940; |

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| (e) | [] | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| --- | --- | --- |
| (f) | [] | An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | [] | A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [] | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [] | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940; |
| (j) | [] | A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | [_] | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |

Item 4. Ownership

(a) Amount Beneficially Owned:

The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person is stated in Item 9 on the cover page hereto.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. In addition, each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that the Shares constitute “equity securities” under Section 13(d) of the Act, and Rule 13d-1(i) thereunder.

| (b) | Percent
of Class: See Item 11 on the cover page hereto. |
| --- | --- |
| (c) | Number
of shares as to which such person has: |

| (i) | Sole
power to vote or to direct the vote: See Item 5 on the cover page hereto. |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: See Item 6 on the cover page hereto. |
| (iii) | Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page hereto. |
| (iv) | Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page hereto. |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

ITEM 6. Ownership of more than Five Percent on Behalf of Another Person.

Not applicable.

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ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

ITEM 8. Identification and classification of members of the group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
February 12, 2021 | |
| --- | --- |
| By: | /s/
Zachary Lee Prince |
| Name: | Zachary
Lee Prince |
| Title: | Chief
Executive Officer |

| BlockFi
Lending LLC | |
| --- | --- |
| By: | /s/
Zachary Lee Prince |
| Name: | Zachary
Lee Prince |
| Title: | President |

Zachary Lee Prince
By:	/s/
Zachary Lee Prince
Name:	Zachary Lee Prince

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EXHIBIT INDEX

| Exhibit | Description
of Exhibit |
| --- | --- |
| 99.1 | Joint
Filing Agreement (previously filed with the Company’s Schedule 13G filed with the Securities and Exchange Commission
on October 27, 2020). |

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