0000950103-25-007024.txt : 20250604 0000950103-25-007024.hdr.sgml : 20250604 20250604175440 ACCESSION NUMBER: 0000950103-25-007024 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: Date Rajeev V CENTRAL INDEX KEY: 0001672444 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42671 FILM NUMBER: 251024338 MAIL ADDRESS: STREET 1: 3465 EAST FOOTHILL BOULEVARD CITY: PASADENA STATE: CA ZIP: 91107 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 dp229592_3-date.xml FORM 3 X0206 3 2025-06-04 0 0001876042 Circle Internet Group, Inc. CRCL 0001672444 Date Rajeev V C/O CIRCLE INTERNET GROUP, INC. ONE WORLD TRADE CENTER, 87TH FLOOR NEW YORK NY 10007 1 0 0 0 Class A Common Stock 288513 D Class A Common Stock 25000 I By Fenway Summer Charitable Remainder Trust Stock Option (Right to Buy) 0.08 2028-03-07 Class A Common Stock 45833 D Series C Preferred Stock Class A Common Stock 322393 I By Fenway Summer Ventures LP Series D Preferred Stock Class A Common Stock 14467 I By Fenway Summer Ventures LP Series B Preferred Stock Class A Common Stock 103448 I By FS Venture Capital L.L.C. Series C Preferred Stock Class A Common Stock 138168 I By FS Venture Capital L.L.C. Series D Preferred Stock Class A Common Stock 21701 I By FS Venture Capital L.L.C. Represents 266,867 shares of Class A Common Stock held outright by the Reporting Person and 21,646 shares of Class A Common Stock subject to outstanding restricted stock units. The stock options are fully vested. The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series B Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and the American Heart Association and the John F. Kennedy Memorial Center for the Performing Arts are the beneficiaries. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. 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. Exhibit List - Exhibit 24 - Power of Attorney /s/ Sarah Wilson, attorney-in-fact for Rajeev Date 2025-06-04 EX-24 2 dp229592_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 3rd day of April, 2025.

 

Name: Rajeev Date  
     
Signature: /s/ Rajeev Date