Bitfury Top HoldCo B.V. - Jan 25, 2024 Form 4 Insider Report for Cipher Mining Inc. (CIFR)

Role: 10%+ Owner
Signature: Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren
Stock symbol: CIFR
Transactions as of: Jan 25, 2024
Transactions value $: -$36,769,770
Form type: 4
Date filed: 1/26/2024, 04:21 PM
Previous filing: Nov 9, 2023
Next filing: Feb 27, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CIFR	Common Stock	Other	-$36.8M	-16.1M	-8.4%	$2.28	176M	Jan 25, 2024	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 25, 2024, (i) Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") transferred 16,127,092 shares of the Issuer's Common Stock to its parent company, Bitfury Group Limited ("BGL"), in a distribution for no consideration, and then (ii) on the same date, BGL distributed the 16,127,092 shares of the Issuer's Common Stock to certain preferred equityholders of BGL in exchange for a reduction in capital and cancellation of share premium of BGL for such holders, with the value of the capital reduction determined based on the closing price of the Issuer's Common Stock on the date immediately preceding the effective date of the reduction in capital.
F2	Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 170,982,735 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. Valerijs Vavilovs is the sole owner of V3 Holding Limited ("V3"), which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo.

Content

On January 25, 2024, (i) Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") transferred 16,127,092 shares of the Issuer's Common Stock to its parent company, Bitfury Group Limited ("BGL"), in a distribution for no consideration, and then (ii) on the same date, BGL distributed the 16,127,092 shares of the Issuer's Common Stock to certain preferred equityholders of BGL in exchange for a reduction in capital and cancellation of share premium of BGL for such holders, with the value of the capital reduction determined based on the closing price of the Issuer's Common Stock on the date immediately preceding the effective date of the reduction in capital.

Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 170,982,735 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. Valerijs Vavilovs is the sole owner of V3 Holding Limited ("V3"), which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo.