08/07/2025 | Press release | Distributed by Public on 08/07/2025 15:09
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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 | ||||||||
| Restricted Stock Units | (2) | 08/05/2025 | M | 150,000 | (3) | (4) | Class A Common Stock | 150,000 | $ 0 | 450,000 | D | ||||
| Restricted Stock Units | (2) | 03/13/2025(5)(6) | A | 139,120 | (7) | (4) | Class A Common Stock | 139,120 | $ 0 | 139,120 | D | ||||
| Restricted Stock Units | (2) | 03/13/2025(5)(6) | A | 120 | (8) | (4) | Class A Common Stock | 120 | $ 0 | 120 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Goldberg Chen C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ 07039 |
SVP of Engineering | |||
| /s/ Kristen McVeety, as Attorney-in-Fact | 08/07/2025 | |
| **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 transaction represents the number of shares of the Issuer's Class A Common Stock withheld by the Issuer to satisfy income tax withholding liabilities in connection with the net settlement of restricted stock units. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. |
| (3) | The award vested as to 1/4 of the total award on August 5, 2025, and vests as to 1/16 of the total award thereafter on the fifth calendar day of November, February, May, and August, subject to the reporting person's continued service to the Issuer on each vesting date. |
| (4) | These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| (5) | The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025. |
| (6) | This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer. |
| (7) | The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/4 of the total award on February 20, 2026, and thereafter shall vest as to 1/16 of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date. |
| (8) | The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/4 of the total award on March 31, 2026, and thereafter shall vest as to 1/16 of the total award on the last calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date. |