Explanatory Note
This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D relates to
shares of common stock, par value $0.001 per share (the “Common Stock”), of Cipher Mining Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and
Exchange Commission (the “SEC”) by the Reporting Persons on September 23, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the
Reporting Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Persons on January 24, 2024, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024 and Amendment
No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024 (the “Original Schedule 13D,” and as amended by Amendment No. 6, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 6 shall have the
same meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 6 is being filed to report that from May 24, 2024 through June 13, 2024, Bitfury TopHoldCo sold an aggregate of
4,018,370 shares of Common Stock in the open market.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
As of June 13, 2024, the Bitfury Group has sold approximately 4.0 million shares out of the approximately 9.2 million shares allocated for sale from the
share reserve established on behalf of the Bitfury Beneficiaries.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (b) of the Schedule 13D are hereby amended and restated to read as follows:
The following sets forth, as of June 13, 2024, the aggregate number of shares of Common
Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock of the Issuer as to which each Reporting Person has the sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 310,029,275 shares of Common Stock
outstanding as of May 6, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2024:
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or
to
direct the
vote
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Shared
power to
vote or to
direct the
vote
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Sole power
to dispose
or to direct
the
disposition
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Shared
power to
dispose or to
direct the
disposition
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Bitfury Holding B.V.
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4,821,560
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1.6
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%
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0
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4,821,560
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0
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4,821,560
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Bitfury Top HoldCo B.V.
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64,481,725
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20.8
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%
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0
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64,481,725
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0
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64,481,725
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Bitfury Group Limited
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64,481,725
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20.8
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%
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0
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64,481,725
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0
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64,481,725
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V3 Holding Limited
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114,796,209
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37.0
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%
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0
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114,796,209
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0
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114,796,209
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Valerijs Vavilovs
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114,796,209
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37.0
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%
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0
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114,796,209
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0
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114,796,209
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Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is
the record holder of 59,660,165 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding.
V3 is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of
BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top Holdco, and Mr.
Vavilovs is deemed to share beneficial ownership of the Common Stock beneficially owned by V3.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
As disclosed in Item 4 hereto, the Reporting Persons have engaged in the following open market sales subsequent to the filing of
Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024. All sales were made by Bitfury Top HoldCo.
Date
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Number of Shares Sold
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Price Per Share
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Price Range Per Share
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May 24, 2024
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294,811
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$4.08
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$4.04 to $4.195
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May 28, 2024
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296,357
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$3.99
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$3.92 to $4.14
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May 29, 2024
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300,552
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$3.85
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$3.77 to $3.94
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May 30, 2024
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298,778
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$3.73
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$3.65 to $3.86
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May 31, 2024
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303,006
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$3.69
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$3.58 to $3.85
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June 3, 2024
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308,973
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$3.72
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$3.63 to $3.88
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June 4, 2024
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302,841
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$3.77
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$3.59 to $3.95
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June 5, 2024
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299,953
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$3.91
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$3.75 to $4.045
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June 6, 2024
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298,950
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$4.16
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$4.05 to $4.35
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June 10, 2024
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319,747
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$4.21
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$3.99 to $4.39
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June 11, 2024
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308,506
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$4.07
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$3.95 to $4.20
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June 12, 2024
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336,377
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$4.58
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$4.32 to $4.74
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June 13, 2024
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349,519
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$4.95
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$4.64 to $5.11
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Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit
Number
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Description
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Joint Filing Agreement, dated as of June 13, 2024
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.