Form 4 for CRWV CoreWeave, Inc.
Accepted 2025-04-02 00:00:00 ET · period of report 2024-11-14 · accession 0001415889-25-009808 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-04-02 | 2025-02-14 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | G - Gift | $0.00 | -24.7K | 0 | -100% | $0 |
| DM | 2025-04-02 | 2024-11-14+ | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | C - Cnv Deriv | — | +364.5K | 24.7K | New | — |
| DMI | 2025-04-02 | 2024-11-14+ | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | C - Cnv Deriv | — | +1.40M | 24.7K | New | — |
| D | 2025-04-02 | 2024-11-14 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | S - Sale | $47.00 | -216.0K | 0 | -100% | -$10.15M |
| DMI | 2025-04-02 | 2024-11-14 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | S - Sale | $47.00 | -1.38M | 0 | -100% | -$64.81M |
| D | 2025-04-02 | 2025-02-14 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | G - Gift | $0.00 | -24.7K | 0 | -100% | $0 |
| DMI | 2025-04-02 | 2024-11-14+ | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | C - Cnv Deriv | — | -1.40M | 2.84M | -33% | — |
| D | 2025-04-02 | 2025-02-28 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | G - Gift | $0.00 | -2.00M | 14.28M | -12% | $0 |
| DI | 2025-04-02 | 2025-02-28 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | G - Gift | $0.00 | +2.00M | 2.00M | +105,263% | $0 |
| D | 2025-04-02 | 2025-03-13 | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | A - Grant | $0.00 | +278.3K | 278.3K | New | $0 |
| DM | 2025-04-02 | 2024-11-14+ | CRWV | Venturo Brian M | Chief Strategy Off, Dir, 10% | C - Cnv Deriv | — | -364.5K | 18.28M | -2% | — |
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 | 2025-02-14 | G | D | 24,700 | $0.00 | 0 | I By Spouse | — | — | (F7) On February 14, 2025, the reporting person and his spouse each transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. Both transactions represent gifts to individuals outside the reporting person's household. These pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F4) The reported securities are directly held by the reporting person's spouse. |
| 2 | Common | Class A Common Stock | 2025-03-31 | C | A | 123,820 | — | 123,820 | D | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering ("IPO") of its Class A Common Stock, each share of Series A Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 3 | Common | Class A Common Stock | 2024-11-14 | C | A | 216,000 | — | 216,000 | D | — | — | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 4 | Common | Class A Common Stock | 2024-11-14 | C | A | 216,000 | — | 216,000 | I By Spouse | — | — | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 5 | Common | Class A Common Stock | 2024-11-14 | C | A | 1,163,000 | — | 1,163,000 | I West Clay Capital LLC | — | — | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F5) The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member. |
| 6 | Common | Class A Common Stock | 2024-11-14 | S | D | 216,000 | $47.00 | 0 | D | — | — | (F6) On November 14, 2024, the reporting person, his spouse, and West Clay sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. |
| 7 | Common | Class A Common Stock | 2024-11-14 | S | D | 216,000 | $47.00 | 0 | I By Spouse | — | — | (F6) On November 14, 2024, the reporting person, his spouse, and West Clay sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F4) The reported securities are directly held by the reporting person's spouse. |
| 8 | Common | Class A Common Stock | 2025-02-14 | C | A | 24,700 | — | 24,700 | I By Spouse | — | — | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 9 | Common | Class A Common Stock | 2024-11-14 | S | D | 1,163,000 | $47.00 | 0 | I West Clay Capital LLC | — | — | (F6) On November 14, 2024, the reporting person, his spouse, and West Clay sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F5) The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member. |
| 10 | Common | Class A Common Stock | 2025-02-14 | C | A | 24,700 | — | 24,700 | D | — | — | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 11 | Common | Class A Common Stock | 2025-02-14 | G | D | 24,700 | $0.00 | 0 | D | — | — | (F7) On February 14, 2025, the reporting person and his spouse each transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. Both transactions represent gifts to individuals outside the reporting person's household. These pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. |
| 12 | Derivative | Class B Common Stock | 2025-02-14 | C | D | 24,700 | — | 2,001,900 | I By Spouse | — · — to — | 24,700 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 13 | Derivative | Class B Common Stock | 2025-02-28 | G | D | 2,000,000 | $0.00 | 14,284,000 | D | — · — to — | 2,000,000 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F11) On February 28, 2025, the reporting person transferred to his spouse, as a gift exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class B Common Stock. This pre-IPO transaction represents a reduction in the reporting person's direct beneficial ownership. (F12) For clarity, on February 28, 2025, the reporting person and his spouse also transferred 2,000,000 shares of Class B Common Stock each to West Clay, as additional pro rata contributions to capital. The reporting person believes that the transfers to West Capital constituted a mere change in form of beneficial ownership of the shares, exempted from reporting by Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 9 of Table II reflect ownership after such capital contributions. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 14 | Derivative | Class B Common Stock | 2025-02-28 | G | A | 2,000,000 | $0.00 | 2,001,900 | I By Spouse | — · — to — | 2,000,000 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F11) On February 28, 2025, the reporting person transferred to his spouse, as a gift exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class B Common Stock. This pre-IPO transaction represents a reduction in the reporting person's direct beneficial ownership. (F12) For clarity, on February 28, 2025, the reporting person and his spouse also transferred 2,000,000 shares of Class B Common Stock each to West Clay, as additional pro rata contributions to capital. The reporting person believes that the transfers to West Capital constituted a mere change in form of beneficial ownership of the shares, exempted from reporting by Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 9 of Table II reflect ownership after such capital contributions. (F4) The reported securities are directly held by the reporting person's spouse. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 15 | Derivative | Restricted Stock Units | 2025-03-13 | A | A | 278,260 | $0.00 | 278,260 | D | — · — to — | 278,260 Class A Common Stock | (F14) 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. (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F13) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. (F15) 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 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025. (F16) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 16 | Derivative | Series A Preferred | 2025-03-31 | C | D | 123,820 | — | 0 | D | — · — to — | 123,820 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering ("IPO") of its Class A Common Stock, each share of Series A Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 17 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 216,000 | — | 18,308,700 | D | — · — to — | 216,000 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 18 | Derivative | Class B Common Stock | 2025-02-14 | C | D | 24,700 | — | 18,284,000 | D | — · — to — | 24,700 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 19 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 216,000 | — | 2,026,600 | I By Spouse | — · — to — | 216,000 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 20 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 1,163,000 | — | 2,837,000 | I West Clay Capital LLC | — · — to — | 1,163,000 Class A Common Stock | (F2) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F5) The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member. |