0000950103-25-007021.txt : 20250604 0000950103-25-007021.hdr.sgml : 20250604 20250604175311 ACCESSION NUMBER: 0000950103-25-007021 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20250604 FILED AS OF DATE: 20250604 DATE AS OF CHANGE: 20250604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Allaire Jeremy CENTRAL INDEX KEY: 0001539940 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42671 FILM NUMBER: 251024330 MAIL ADDRESS: STREET 1: C/O BRIGHTCOVE INC. STREET 2: ONE CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Circle Internet Group, Inc. CENTRAL INDEX KEY: 0001876042 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets EIN: 992840247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: (332) 334-0660 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Circle Internet Financial Ltd DATE OF NAME CHANGE: 20231025 FORMER COMPANY: FORMER CONFORMED NAME: Circle Internet Finance Public Ltd Co DATE OF NAME CHANGE: 20211101 FORMER COMPANY: FORMER CONFORMED NAME: CIrcle Acquisition Public Ltd Co DATE OF NAME CHANGE: 20210730 3 1 dp229588_3-allaire.xml FORM 3 X0206 3 2025-06-04 0 0001876042 Circle Internet Group, Inc. CRCL 0001539940 Allaire Jeremy C/O CIRCLE INTERNET GROUP, INC. ONE WORLD TRADE CENTER, 87TH FLOOR NEW YORK NY 10007 1 1 0 0 Chief Executive Officer Class A Common Stock 18716641 D Class A Common Stock 67137 I By Spruce Trust Class A Common Stock 67137 I By Beech Trust Class A Common Stock 67137 I By Oak Trust Class A Common Stock 67137 I By Chestnut Trust Class A Common Stock 335684 I By Allaire 2025 Qualified Annuity Trust Stock Options (Right to Buy) 0.08 2028-09-11 Class A Common Stock 552938 D Stock Options (Right to Buy) 0.08 2030-01-16 Class A Common Stock 583333 D Stock Options (Right to Buy) 48.45 2032-05-04 Class A Common Stock 145482 D Stock Options (Right to Buy) 32.95 2033-04-13 Class A Common Stock 241228 D Stock Options (Right to Buy) 32.95 2033-05-03 Class A Common Stock 30 D Represents 17,908,912 shares of Class A Common Stock held outright by the Reporting Person and 807,729 shares of Class A Common Stock subject to outstanding restricted stock units. The options are fully vested. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date. Represents shares of Class A Common Stock held through an irrevocable non-grantor trust, of which the Reporting Person's legal counsel is the sole trustee 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. Represents shares of Class A Common Stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Allaire 2025 GRAT Remainder Trust, of which 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. Each such share of Class A Common Stock held by the Reporting Person as of immediately prior to the effectiveness of the Issuer's Amended and Restated Certificate of Incorporation will automatically be converted, on a one-for-one basis, into a share of Class B Common Stock. Exhibit List - Exhibit 24 - Power of Attorney /s/ Sarah Wilson, attorney-in-fact for Jeremy Allaire 2025-06-04 EX-24 2 dp229588_ex24.htm EXHIBIT 24

 

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Sarah K. Wilson and Brett R. Schroeder, as the undersigned’s true and lawful attorneys-in-fact to:

 

(1)  obtain and maintain credentials, including any Form ID or amended Form ID, to enable the undersigned, directly or indirectly including through a delegated entity, account administrator or other designated filing agent, to submit and file information and documents via the SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) system or successor EDGAR Next, including identification codes, verification codes, passwords and password management codes, and any related annual certifications or confirmations, and to act as the undersigned’s agent for such purposes;

 

(2)  execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Circle Internet Group, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

 

(3)  do and perform any and all acts, directly or indirectly including through a delegated entity, account administrator or other designated filing agent, for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any applicable stock exchange or similar authority;

 

(4)  prepare, execute and file, or cause to be prepared, executed and filed, on behalf of the undersigned one or more Forms 144, or any amendments thereto, relating to any sales orders (including in connection with the exercise of options to purchase the Company’s common stock (“common stock”), orally or electronically, to sell shares of common stock to the public from time to time in accordance with Rule 144 under the Securities Act of 1933, as amended; and

 

(5)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, delegation or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes or delegee or delegees of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney supersedes all other powers of attorney previously executed by the undersigned in respect of the subject matter described herein.

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of March, 2025.

 

Name: Jeremy Allaire  
     
Signature: /s/ Jeremy Allaire