Chuang Xi Capital Ltd - 06 Jun 2025 Form 4 Insider Report for Circle Internet Group, Inc. (CRCL)

Role
10%+ Owner
Signature
Chuang Xi Capital Limited, By: /s/ Quan Zhou, Authorized Signatory
Issuer symbol
CRCL
Transactions as of
06 Jun 2025
Net transactions value
-$68,184,230
Form type
4
Filing time
10 Jun 2025, 16:11:18 UTC
Previous filing
04 Jun 2025
Next filing
18 Aug 2025
SEC
View on sec.gov

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
Chuang Xi Capital Ltd 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG Chuang Xi Capital Limited, By: /s/ Quan Zhou, Authorized Signatory 10 Jun 2025 0002068938
IDG-Accel China Capital GP II Associates Ltd. 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG IDG-Accel China Capital GP II Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory 10 Jun 2025 0001846013
Wide Palace Ltd 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG Wide Palace Limited, By: /s/ Quan Zhou, Authorized Signatory 10 Jun 2025 0002068940
IDG China Capital Fund GP III Associates Ltd. 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG IDG China Capital Fund GP III Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory 10 Jun 2025 0001649611
Ho Chi Sing 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG Chi Sing Ho, /s/ Chi Sing Ho 10 Jun 2025 0001545806
Zhou Quan 10%+ Owner ROOM 5505, 55/F, THE CENTER, 99 QUEEN'S ROAD, CENTRAL, HONG KONG, HONG KONG Quan Zhou, /s/ Quan Zhou 10 Jun 2025 0001491503

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRCL Class A Common Stock Other +6,908,404 6,908,404 06 Jun 2025 Direct F1, F4, F7
transaction CRCL Class A Common Stock Other +1,690,306 +24% 8,598,710 06 Jun 2025 Direct F2, F4, F7
transaction CRCL Class A Common Stock Other +9,548,476 +667% 10,979,473 06 Jun 2025 See Footnotes F2, F5, F7
transaction CRCL Class A Common Stock Other +3,696,857 +34% 14,676,330 06 Jun 2025 See Footnotes F3, F5, F7
transaction CRCL Class A Common Stock Sale $25,189,921 -859,871 -10% $29.30 7,738,839 06 Jun 2025 Direct F4, F6, F7
transaction CRCL Class A Common Stock Sale $42,994,309 -1,467,633 -10% $29.30 13,208,697 06 Jun 2025 See Footnotes F5, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRCL Series C Preferred Stock Other $0 -6,908,404 -100% $0.000000 0 06 Jun 2025 Class A Common Stock 6,908,404 Direct F1, F4, F7
transaction CRCL Series D Preferred Stock Other $0 -1,690,306 -100% $0.000000 0 06 Jun 2025 Class A Common Stock 1,690,306 Direct F2, F4, F7
transaction CRCL Series D Preferred Stock Other $0 -9,548,476 -100% $0.000000 0 06 Jun 2025 Class A Common Stock 9,548,476 See Footnotes F2, F5, F7
transaction CRCL Series E Preferred Stock Other $0 -3,696,857 -100% $0.000000 0 06 Jun 2025 Class A Common Stock 3,696,857 See Footnotes F3, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series C Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") became effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that was outstanding as of immediately prior to that time was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-7 thereunder.
F2 The Series D Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series D Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
F3 The Series E Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series E Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
F4 These securities are directly held by Chuang Xi Capital Limited ("Chuang Xi") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG-Accel China Capital GP II Associates Ltd. ("IDG Capital II GP") is the ultimate general partner of the holding entities of Chuang Xi. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital II GP.
F5 These securities are directly held by Wide Palace Limited ("Wide Palace") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG China Capital Fund GP III Associates Ltd. ("IDG Capital III GP") is the ultimate general partner of the holding entities of Wide Palace. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital III GP.
F6 These securities were sold in the secondary offering which occurred in conjunction with the Issuer's initial public offering at a price per share of $29.295. This amount represents the initial public offering price of $31.00 per share less the underwriting discount of $1.705 per share.
F7 Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). The filing of this statement by the reporting persons shall not be deemed an admission that such persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.