09/09/2025 | Press release | Distributed by Public on 09/09/2025 16:55
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 | ||||||||
Class B Common Stock | (1) | 09/05/2025 | C | 250,000 | (1) | (1) | Class A Common Stock | 250,000 | (1) | 10,642,260 | D | ||||
Class B Common Stock | (1) | 09/05/2025 | C | 375,000 | (1) | (1) | Class A Common Stock | 375,000 | (1) | 5,166,020 | I | Brannin J. McBee 2022 Irrevocable Trust(2) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,300,300 | 2,300,300 | I | By Spouse(5) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 104,000 | 104,000 | I | Canis Major 2025 Family Trust LLC(6) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 6,000,000 | 6,000,000 | I | Canis Major 2025 GRAT(7) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 360,000 | 360,000 | I | Canis Major 2024 Irrevocable Trust LLC(8) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 114,000 | 114,000 | I | Canis Minor 2025 Family Trust LLC(9) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,000,000 | 1,000,000 | I | Canis Minor 2025 GRAT(10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McBee Brannin C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ 07039 |
Chief Development Officer |
/s/ Kristen McVeety, as Attorney-in-Fact | 09/09/2025 | |
**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 share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
(2) | The reported securities are directly held by the Brannin J. McBee 2022 Irrevocable Trust, of which the reporting person's spouse and minor child are beneficiaries and for which the reporting person's spouse serves as trustee. |
(3) | The reported securities are directly held by the Canis Major SM Trust (the "Canis Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the Canis Trust's trustee. |
(4) | The reported securities are directly held of record by the reporting person's minor child. |
(5) | The reported securities are directly held by the reporting person's spouse. |
(6) | The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager. |
(7) | The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary. |
(8) | The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC (the "2024 LLC") of which the reporting person serves as manager. |
(9) | The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager. |
(10) | The reported securities are directly held by the Canis Minor 2025 GRAT, of which the reporting person's spouse is the sole beneficiary and trustee. |