Form 4 for CRCL Circle Internet Group, Inc.
Accepted 2025-06-09 00:00:00 ET · period of report 2025-06-06 · accession 0000950103-25-007164 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-06-09 | 2025-06-06 | CRCL | Date Rajeev V | Dir | J - Other | — | +600.2K | 336.9K | New | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Date Rajeev V | Dir | S - Sale | $29.30 | -50.0K | 238.5K | -17% | -$1.47M |
| DMI | 2025-06-09 | 2025-06-06 | CRCL | Date Rajeev V | Dir | J - Other | — | -600.2K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-06-06 | J | A | 263,317 | — | 263,317 | I By FS Venture Capital L.L.C | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock | 2025-06-06 | S | D | 50,000 | $29.30 | 238,513 | D | — | — | |
| 3 | Common | Class A Common Stock | 2025-06-06 | J | A | 336,860 | — | 336,860 | I By Fenway Summer Ventures LP | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. |
| 4 | Derivative | Series D Preferred Stock | 2025-06-06 | J | D | 21,701 | — | 0 | I By FS Venture Capital L.L.C. | — · — to — | 21,701 Class A Common stock | (F2) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. |
| 5 | Derivative | Series B Preferred Stock | 2025-06-06 | J | D | 103,448 | — | 0 | I By FS Venture Capital L.L.C. | — · — to — | 103,448 Class A Common Stock | (F2) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. |
| 6 | Derivative | Series C Preferred Stock | 2025-06-06 | J | D | 138,168 | — | 0 | I By FS Venture Capital L.L.C. | — · — to — | 138,168 Class A Common Stock | (F2) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. |
| 7 | Derivative | Series C Preferred Stock | 2025-06-06 | J | D | 322,393 | — | 0 | I By Fenway Summer Ventures LP | — · — to — | 322,393 Class A Common Stock | (F2) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. |
| 8 | Derivative | Series D Preferred Stock | 2025-06-06 | J | D | 14,467 | — | 0 | I By Fenway Summer Ventures LP | — · — to — | 14,467 Class A Common Stock | (F2) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F4) The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7. |