Amended Statement of Ownership (sc 13g/a)
January 04 2021 - 06:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Grayscale Bitcoin Trust
(BTC)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
389637109
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 8 Pages
CUSIP
NO. 389637109 |
Page
2
of 8 Pages |
CUSIP No. 389637109 |
(1) Names
of reporting persons |
Three Arrows Capital Pte. Ltd. |
(2) Check
the appropriate box if a member of a group |
(a) |
(see instructions) |
(b) |
(3) SEC
use only |
|
(4)
Citizenship or place of organization |
Singapore |
Number of
shares beneficially owned by each reporting person
with: |
|
(5) Sole voting power |
0 |
(6) Shared voting power |
38,888,888* |
(7) Sole dispositive power |
0 |
(8) Shared dispositive power |
38,888,888* |
(9)
Aggregate amount beneficially owned by each reporting
person |
38,888,888* |
(10)
Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) |
|
(11)
Percent of class represented by amount in Row (9) |
6.1%
† |
(12) Type
of reporting person (see instructions) |
IA |
* Three Arrows Capital Pte. Ltd. is
the investment manager of Three Arrows Capital Ltd. (the “Fund”) in
which such shares referred to above are held. As a result, Three
Arrows Capital Pte. Ltd. possesses the power to vote and dispose or
direct the disposition of all the shares owned by the Fund. The
Fund owns 38,888,888 shares. Thus, Three Arrows Capital Pte. Ltd.
may be deemed to beneficially own a total of 38,888,888
shares.
† Based on a total of 638,906,600 shares outstanding of the Issuer
as of December 28, 2020, as set forth in the Issuer’s most recently
filed Form 8-K, filed December 29, 2020.
CUSIP
NO. 389637109 |
Page
3
of 8 Pages |
CUSIP No. 389637109 |
(1) Names
of reporting persons |
Three Arrows Capital Ltd. |
(2) Check
the appropriate box if a member of a group |
(a) |
(see instructions) |
(b) |
(3) SEC
use only |
|
(4)
Citizenship or place of organization |
British
Virgin Islands |
Number of
shares beneficially owned by each reporting person
with: |
|
(5) Sole voting power |
0 |
(6) Shared voting power |
38,888,888 |
(7) Sole dispositive power |
0 |
(8) Shared dispositive power |
38,888,888 |
(9)
Aggregate amount beneficially owned by each reporting
person |
38,888,888 |
(10)
Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) |
|
(11)
Percent of class represented by amount in Row (9) |
6.1%
† |
(12) Type
of reporting person (see instructions) |
PN |
† Based on a total of 638,906,600 shares outstanding of the Issuer
as of December 28, 2020, as set forth in the Issuer’s most recently
filed Form 8-K, filed December 29, 2020.
CUSIP
NO. 389637109 |
Page
4
of 8 Pages |
Item
1(a). |
Name of
Issuer: |
|
|
|
Grayscale Bitcoin Trust (BTC)
(the “Issuer”). |
|
|
Item 1(b). |
Address of the Issuer's
Principal Executive Offices: |
|
|
|
c/o Grayscale Investments, LLC
250 Park Avenue South
New York, NY 10003
|
|
|
Item 2(a). |
Name of Person
Filing |
|
|
|
The names of the person filing this statement on Schedule 13G
(collectively, the “Reporting Persons”) are:
·
Three Arrows Capital Pte. Ltd.
·
Three Arrows Capital Ltd.
|
|
|
Item 2(b). |
Address of Principal Business
Office or, if None, Residence: |
|
|
|
7 Temasek Boulevard
#21-04 Suntec Tower One
Singapore 038987
|
Item
2(c). |
Citizenship: |
|
|
|
Three
Arrows Capital Pte. Ltd. is a Singapore private company. Three
Arrows Capital Ltd. is a British Virgin Islands business
company. |
|
|
Item 2(d). |
Title of Class of Securities:
|
|
Common Stock (the “Shares”)
|
Item 2(e). |
CUSIP Number: |
|
389637109
|
CUSIP
NO. 389637109 |
Page
5
of 8 Pages |
Item
3. |
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
|
|
(a) ¨ Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
(e) ¨ An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding
company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);Page 5 of 6 pages
(j) ¨ Group, in
accordance with §240.13d-1(b)(1)(ii)(J)
|
Item 4.
|
Ownership:
|
|
|
Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons: 38,888,888
Three Arrows Capital Pte. Ltd. – 38,888,888
Three Arrows Capital Ltd. – 38,888,888
|
Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons: 6.1%
Three Arrows Capital Pte. Ltd. – 6.1%
Three Arrows Capital Ltd. – 6.1%
|
|
|
Item 4(c). |
Number of shares as to which such person has:
|
|
(i) |
Sole power to vote or
direct the vote:
Three Arrows Capital
Pte. Ltd. – 0
Three Arrows Capital
Ltd. – 0
|
CUSIP
NO. 389637109 |
Page
6
of 8 Pages |
|
(ii) |
Shared power to vote
or to direct the vote:
Three Arrows Capital
Pte. Ltd. – 38,888,888
Three Arrows Capital
Ltd. – 38,888,888
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of
Three Arrows Capital Pte. Ltd. – 0
Three Arrows Capital Ltd. – 0 |
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of Three Arrows Capital Pte. Ltd. – 38,888,888
Three Arrows Capital Ltd. – 38,888,888 |
Item 5. |
Ownership of Five Percent or Less of a
Class: |
|
|
|
This
Item 5 is not applicable. |
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person:
|
|
|
|
This
Item 6 is not applicable. |
|
|
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company: |
|
|
|
This
Item 7 is not applicable. |
|
|
Item 8. |
Identification and Classification of Members of
the Group: |
|
|
|
See
Exhibit A. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
This
Item 9 is not applicable. |
|
|
Item 10. |
Certification: |
|
|
|
By
signing below the Reporting Persons certifies that, to the best of
such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or
effect. |
CUSIP
NO. 389637109 |
Page
7
of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: January 4, 2021
Three Arrows Capital
Pte. Ltd. |
|
|
By: |
/s/ Su Zhu |
|
|
Su Zhu |
|
Chief Executive
Officer |
|
|
Three Arrows Capital
Ltd. |
|
|
By: |
/s/ Su Zhu |
|
|
Su Zhu |
|
Chief Executive
Officer |
CUSIP
NO. 389637109 |
Page
8
of 8 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with
respect to the common stock of Grayscale Bitcoin Trust (BTC) dated
as of January 4, 2021, is, and any amendment thereto signed by each
of the undersigned shall be, filed on behalf of each of them
pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Date: |
January 4,
2021 |
|
|
Three Arrows
Capital Pte. Ltd. |
|
|
By: |
/s/ Su Zhu |
|
Name: |
Su Zhu |
Title: |
Chief Executive
Officer |
|
|
Three Arrows Capital
Ltd. |
|
|
|
By: |
/s/ Su Zhu |
|
Name: |
Su Zhu |
Title: |
Chief Executive Officer
|
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