SEC Form 4 filed by Petruska Nicholas A
$VCIC
| 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)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Vine Hill Capital Investment Corp. [ VCIC ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 Ordinary Shares | 03/30/2026 | C | 4,400,001 | A | (1) | 4,400,001 | I | See Footnote(5) | ||
| Class A Ordinary Shares | 03/31/2026 | J | 4,400,001 | D | (2) | 0 | I | See Footnote(5) | ||
| 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 Ordinary Shares | (3) | 03/30/2026 | J | 2,933,333 | (3) | (3) | Class A Ordinary Shares | 4,400,001 | (3) | 4,400,001 | I | See Footnote(5) | |||
| Warrants | $11.5 | 03/30/2026 | J | 5,500,000 | 04/30/2026 | 04/30/2031 | Class A Ordinary Shares | 0 | (4) | 0 | I | See Footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents Class A ordinary shares of the Issuer issued on a one-for-one basis upon the conversion of Class B ordinary shares at the election of Vine Hill Capital Sponsor I LLC (the "Sponsor"). |
| 2. Represents Class A ordinary shares converted on a one-for-one basis into ordinary shares of Odysseus Holdings Limited ("Holdco") in connection with the Issuer's initial business combination (the "Business Combination") with CoinShares International Limited ("CoinShares") pursuant to that certain Business Combination Agreement, dated as of September 8, 2025, by and among the Issuer, CoinShares, Holdco and Odysseus (Cayman) Limited. |
| 3. Represents the forfeiture of Class B ordinary shares held by the Sponsor to the Issuer for no consideration in connection with the Business Combination. |
| 4. Represents the forfeiture of warrants to purchase Class A ordinary shares of the Issuer held by the Sponsor to the issuer for no consideration in connection with the Business Combination. |
| 5. The Sponsor is the record holder of the securities reported herein. Mr. Petruska, the issuer's Chief Executive Officer and Director, is the managing member of the Sponsor. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Mr. Petruska disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests Mr. Petruska may have therein, directly or indirectly. |
| /s/ Nicholas A. Petruska, as Managing Member of Vine Hill Capital Sponsor I LLC | 03/31/2026 | |
| /s/ Nicholas A. Petruska | 03/31/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||