11/17/2025 | Press release | Distributed by Public on 11/17/2025 17:56
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Cogen Jack D C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ 07039 |
X | |||
| /s/ Kristen McVeety, as Attorney-in-Fact | 11/17/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported transaction represents charitable gifts, for no consideration, of shares of the Issuer's Class A Common Stock, which are exempt from the short-swing profit rule of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-5. |
| (2) | For clarity, the reporting person previously effected the indirect transfer of 2,000,000 shares of the Issuer's Class A Common Stock from CW Holding (defined below) to Pine Tree (defined below) in a transaction exempt from reporting under Section 16 of the Exchange Act, pursuant to Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such capital contribution and the gift described in footnote 1. |
| (3) | The reported securities were directly held by Pine Tree Trust LLC ("Pine Tree"), of which the reporting person serves as manager. |
| (4) | The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity, except to the extent of his pecuniary interest therein, if any |
| (5) | The reported securities are directly held by the reporting person's spouse. |
| (6) | The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary. |
| (7) | The reported securities are directly held by the Cogen Family Trust, dated December 17, 2012, of which the reporting person's spouse serves as co-trustee and of which his spouse and daughter are beneficiaries. |
| (8) | The reported securities are directly held by CW Holding 987 LLC ("CW Holding"), of which the reporting person serves as manager. |
| (9) | The reported securities are directly held by the Jack D. Cogen 2020 Family Trust (the "2020 Trust"), an irrevocable trust with a third-party trustee. The reporting person's spouse and daughter are beneficiaries of the 2020 Trust and the reporting person has the power to remove and replace the trustee. |
| (10) | The reported securities are directly held by the Birch Br Trust LLC, of which the reporting person is the manager. |
| (11) | The reported securities are directly held by the Chestnut Br Trust LLC, of which the reporting person is the manager. |
| (12) | The reported securities are directly held by the Maple Br Trust LLC, of which the reporting person is the manager. |
| (13) | The reported securities are directly held by the Willow Br Trust LLC, of which the reporting person is the manager. |
| (14) | The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager. |
| (15) | The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager. |
| (16) | The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager. |
| (17) | The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager. |