11/04/2025 | Press release | Distributed by Public on 11/04/2025 18:59
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 11/02/2025 | A | 505,789 | (2) | (2) | Common Stock | 505,789 | $ 0 | 505,789 | D | ||||
| Performance Stock Units | (1) | 11/02/2025 | A | 505,789 | (3) | (3) | Common Stock | 505,789 | $ 0 | 505,789 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ho Michael 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL 33131 |
X | Chief Strategy Officer | ||
| /s/ Victor Semah, as Attorney-in-Fact | 11/04/2025 | |
| **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) | Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer common stock. The PSUs will be settled in either common stock or cash (or a combination thereof) at the discretion of the Issuer. |
| (2) | The number of PSUs reported represents the target number awarded on the grant date. Vesting of the PSUs is contingent on the achievement of defined value levels for the shares of common stock of American Bitcoin Corp., a majority owned subsidiary of the Issuer, owned by the Issuer as of the grant date. The number of PSUs that vest will range from 0% to 300% of the target amount shown based the applicable performance levels achieved, provided that the Reporting Person remains employed by the Issuer through such vesting date. The PSUs' performance measurement period begins on December 3, 2026 and ends four years after grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant measurement period. Once the PSUs have vested, the shares of the Issuer's common stock received must generally be held by the Reporting Person for a period of two years following the vesting date (unless the PSUs vested in connection with a change of control). |
| (3) | The number of PSUs reported represents the target number awarded on the grant date. Vesting of the PSUs is contingent on the achievement of defined market capitalization levels for the Issuer. The number of PSUs that vest will range from 0% to 300% of the target amount shown based the applicable performance level achieved, provided that the Reporting Person remains employed by the Issuer through such vesting date. The PSUs' performance measurement period begins twelve months after grant date and ends four years after grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant measurement period. Once the PSUs have vested, the shares of the Issuer's common stock received must generally be held by the Reporting Person for a period of two years following the vesting date (unless the PSUs vested in connection with a change of control). |