Director Neville Patrick Sean returned 3,794,572 shares to the company, converted options into 1,000,000 shares and sold $29,300,000 worth of shares (1,000,000 units at $29.30), closing all direct ownership in the company (SEC Form 4)
$CRCL
Finance: Consumer Services
Finance
| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/06/2025 | D(1) | 3,626,730(1) | D | (1)(2) | 0 | D | |||
| Class A Common Stock | 06/06/2025 | D(1) | 167,842(1) | D | (1)(2) | 0 | I | By Neville 2025 Qualified Annuity Trust(4) | ||
| Class A Common Stock | 06/06/2025 | C | 1,000,000 | A | (2)(3) | 1,000,000 | D | |||
| Class A Common Stock | 06/06/2025 | S | 1,000,000 | D | $29.3 | 0 | D | |||
| Class A Common Stock | 67,137 | I | By Calico Trust(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1)(2) | 06/06/2025 | A(1) | 3,619,670 | (2) | (2) | Class A Common Stock | 3,619,670 | (1)(2) | 3,619,670 | D | ||||
| Class B Common Stock | (1)(2) | 06/06/2025 | A(1) | 167,842 | (2) | (2) | Class A Common Stock | 167,842 | (1)(2) | 167,842 | I | By Neville 2025 Qualified Annuity Trust(4) | |||
| Class B Common Stock | (2)(3) | 06/06/2025 | C | 1,000,000 | (2)(3) | (2)(3) | Class B Common Stock | 1,000,000 | $0 | 2,619,670 | D | ||||
| Restricted Stock Units | (6) | 06/06/2025 | A(1) | 7,060 | (7) | (7) | Class B Common Stock | 7,060 | (1) | 7,060 | D | ||||
| Stock Option (Right to Buy) | $0.08 | 06/06/2025 | D(1) | 2,059,073 | (8) | 03/22/2027 | Class A Common Stock | 2,059,073 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.08 | 06/06/2025 | A(1) | 2,059,073 | (8) | 03/22/2027 | Class B Common Stock | 2,059,073 | (1) | 2,059,073 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. |
| 2. Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B Common Stock do not expire. |
| 3. On June 6, 2025, the Reporting Person directed the sale of 1,000,000 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale. |
| 4. Represents shares of Class B Common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class B Common Stock except to the extent of his pecuniary interest therein. |
| 5. Represents shares of Class A Common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein. |
| 6. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. |
| 7. The Restricted Stock Units will vest on January 1, 2026. |
| 8. The options are fully vested. |
| Sarah Wilson, as Attorney-in-Fact for Patrick Sean Neville | 06/09/2025 | |
| ** 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. | ||