Winklevoss Capital Fund, LLC - 15 Sep 2025 Form 4 Insider Report for Gemini Space Station, Inc.

Signature
/s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC
Issuer symbol
GEMI on Nasdaq
Transactions as of
15 Sep 2025
Net transactions value
$0
Form type
4
Filing time
16 Sep 2025, 06:01:12 UTC
Next filing
21 Nov 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Winklevoss Capital Fund, LLC Director, 10%+ Owner FARMERS BANK BUILDING, 301 N. MARKET STREET, SUITE 1463, WILMINGTON /s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC 16 Sep 2025 0002085726

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 GEMI Class B Common Stock Award +75,085,013 75,085,013 15 Sep 2025 Class A Common Stock 75,085,013 Direct F1, F2, F3
transaction GEMI Class B Common Stock Award +41,771 +0.06% 75,126,784 15 Sep 2025 Class A Common Stock 41,771 Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of the Issuer's Class B common stock may be exchanged at any time, at the option of the holder, for newly issued shares of the Issuer's Class A common stock, on a one-for-one basis. All outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the occurrence of certain events. Shares of Class B common stock do not otherwise expire.
F2 On September 15, 2025, immediately prior to the consummation of the Issuer's initial public offering ("IPO"), Messrs. Tyler Winklevoss and Cameron Winklevoss received an aggregate of 75,085,013 shares of Class B common stock of the Issuer in exchange for their interests in units of Gemini Space Station, LLC, a Nevada limited liability company, which is considered the predecessor of the Issuer for accounting purposes, including the units automatically converted from (i) approximately $228.0 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible notes previously issued to Winklevoss Capital Fund, LLC ("WCF") and (ii) approximately $467.6 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible term loans with WCF, each outstanding as of the closing date of the IPO.
F3 Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of WCF, as well as the Managers of the managing entity of WCF, and exercise shared voting and dispositive control over the shares held by WCF. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by WCF and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.
F4 In connection with the Issuer's IPO and related reorganizational transactions, WCF received 41,771 shares of Class B common stock in exchange for its corresponding incentive profits interest units in Gemini Astronaut Corps, LLC.