Director Hutchins Glenn H converted options into 1,940 shares and bought $19,999,674 worth of shares (423,020 units at $47.28) (SEC Form 4)
$CRWV
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/10/2025 | M | 1,440 | A | $0 | 1,440 | D | |||
| Class A Common Stock | 05/10/2025 | M | 500 | A | $0 | 1,940 | D | |||
| Class A Common Stock | 11/14/2024(1)(2) | P | 10,640 | A | $47 | 10,640 | I | By North Island Inferno Fund II LLC(3) | ||
| Class A Common Stock | 11/14/2024(1)(2) | P | 202,140 | A | $47 | 202,140 | I | By Tide Mill LLC(4) | ||
| Class A Common Stock | 03/03/2025(1)(5) | P | 27,540 | A | $47.56 | 27,540 | I | North Island SPV CW LLC(6) | ||
| Class A Common Stock | 03/03/2025(1)(5) | P | 182,700 | A | $47.56 | 384,840 | I | By Tide Mill LLC(4) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (7) | 05/10/2025 | M | 1,440 | (8) | (9) | Class A Common Stock | 1,440 | $0 | 15,900 | D | ||||
| Restricted Stock Units | (7) | 05/10/2025 | M | 500 | (10) | (9) | Class A Common Stock | 500 | $0 | 1,580 | D | ||||
| Restricted Stock Units | (7) | 02/10/2025(1)(11) | A | 17,340 | (12) | (9) | Class A Common Stock | 17,340 | $0 | 17,340 | D | ||||
| Restricted Stock Units | (7) | 02/10/2025(1)(11) | A | 2,080 | (13) | (9) | Class A Common Stock | 2,080 | $0 | 2,080 | D | ||||
| Explanation of Responses: |
| 1. The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025. |
| 2. On November 14, 2024, each of North Island Inferno and Tide Mill (each defined below) purchased shares of the Issuer's capital stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent an increase in the reporting person's indirect beneficial ownership. |
| 3. The reported securities are directly held by North Island Inferno Fund II LLC ("North Island Inferno"). The reporting person serves as investment manager for North Island Inferno and as such may be deemed to exercise shared voting and investment discretion over securities held by it. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest therein. |
| 4. The reported securities are directly held by Tide Mill LLC ("Tide Mill"). The managing member of Tide Mill is North Island Management, LLC ("NIM"). The reporting person serves as chairman of NIM and may be deemed to directly or indirectly exercise voting and investment discretion over the investments of NIM and Tide Mill. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest therein. |
| 5. On March 3, 2025, each of Tide Mill and North Island SPV (defined below) purchased shares of the Issuer's Class A Common Stock in private transactions. These pre-IPO transactions represent an increase in the reporting person's indirect beneficial ownership. |
| 6. The reported securities are directly held by North Island SPV CW LLC ("North Island SPV"). The reporting person serves as investment manager for North Island SPV and as such may be deemed to exercise shared voting and investment discretion over securities held by it. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest therein. |
| 7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. |
| 8. The award vested or vests as to 1/12 of the total award on the tenth calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on May 10, 2025. |
| 9. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 10. The award vested or vests as to 1/4 of the total award on the tenth calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on May 10, 2025. |
| 11. This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer. |
| 12. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/12 of the total award on the tenth calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on May 10, 2025. |
| 13. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/4 of the total award on the tenth calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on May 10, 2025. |
| /s/ Kristen McVeety, as Attorney-in-Fact | 05/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||