SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mintz Brandon Taylor

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bitcoin Depot Inc. [ BTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 06/03/2024 S(1) 27,399 D $1.8921(2) 569,303 D
Class A common stock 06/04/2024 S(1) 22,601 D $1.9027(3) 546,702 D
Class V common stock 41,193,024(4) I By BT Assets, Inc.(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Mintz Brandon Taylor

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
BT Assets, Inc.

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on November 30, 2023.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on June 3, 2024 at prices ranging from $1.85 to $1.995, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on June 4, 2024 at prices ranging from $1.87 to $1.95, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
4. Shares of the Issuer's Class V Common Stock may be exchanged for shares of the Issuer's Class A Common Stock on a one-for-one basis at the election of BT Assets in connection with the redemption of the same number of Common Units of BT HoldCo LLC pursuant to the BT HoldCo LLCA.
5. The reporting person is the sole member of BT Assets, Inc. and therefore may be deemed to beneficially own the reported securities.
Remarks:
PRESIDENT, CHIEF EXECUTIVE OFFICER, AND CHAIRMAN
/s/ Felicity Lewis, as attorney-in-fact for Brandon Mintz 06/04/2024
/s/ Felicity Lewis, as attorney-in-fact for BT Assets, Inc. 06/04/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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