Brian M. Venturo - Nov 14, 2024 Form 4 Insider Report for CoreWeave, Inc. (CRWV)

Signature
/s/ Kristen McVeety, as Attorney-in-Fact
Stock symbol
CRWV
Transactions as of
Nov 14, 2024
Transactions value $
-$74,965,000
Form type
4
Date filed
4/2/2025, 09:08 PM
Next filing
Mar 27, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRWV Class A Common Stock Conversion of derivative security +124K 124K Mar 31, 2025 Direct F1
transaction CRWV Class A Common Stock Conversion of derivative security +216K 216K Nov 14, 2024 Direct F2, F3
transaction CRWV Class A Common Stock Conversion of derivative security +216K 216K Nov 14, 2024 By Spouse F2, F3, F4
transaction CRWV Class A Common Stock Conversion of derivative security +1.16M 1.16M Nov 14, 2024 West Clay Capital LLC F2, F3, F5
transaction CRWV Class A Common Stock Sale -$10.2M -216K -100% $47.00 0 Nov 14, 2024 Direct F2, F6
transaction CRWV Class A Common Stock Sale -$10.2M -216K -100% $47.00 0 Nov 14, 2024 By Spouse F2, F4, F6
transaction CRWV Class A Common Stock Sale -$54.7M -1.16M -100% $47.00 0 Nov 14, 2024 West Clay Capital LLC F2, F5, F6
transaction CRWV Class A Common Stock Conversion of derivative security +24.7K 24.7K Feb 14, 2025 Direct F2, F3
transaction CRWV Class A Common Stock Gift $0 -24.7K -100% $0.00 0 Feb 14, 2025 Direct F2, F7
transaction CRWV Class A Common Stock Conversion of derivative security +24.7K 24.7K Feb 14, 2025 By Spouse F2, F3, F4
transaction CRWV Class A Common Stock Gift $0 -24.7K -100% $0.00 0 Feb 14, 2025 By Spouse F2, F4, F7
holding CRWV Class A Common Stock 286K Nov 14, 2024 YOLO APV Trust F8
holding CRWV Class A Common Stock 286K Nov 14, 2024 YOLO ECV Trust F9
holding CRWV Class A Common Stock 22.5K Nov 14, 2024 See Footnote F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRWV Series A Preferred Conversion of derivative security -124K -100% 0 Mar 31, 2025 Class A Common Stock 124K Direct F1
transaction CRWV Class B Common Stock Conversion of derivative security -216K -1.17% 18.3M Nov 14, 2024 Class A Common Stock 216K Direct F2, F3
transaction CRWV Class B Common Stock Conversion of derivative security -216K -9.63% 2.03M Nov 14, 2024 Class A Common Stock 216K By Spouse F2, F3, F4
transaction CRWV Class B Common Stock Conversion of derivative security -1.16M -29.08% 2.84M Nov 14, 2024 Class A Common Stock 1.16M West Clay Capital LLC F2, F3, F5
transaction CRWV Class B Common Stock Conversion of derivative security -24.7K -0.13% 18.3M Feb 14, 2025 Class A Common Stock 24.7K Direct F2, F3
transaction CRWV Class B Common Stock Conversion of derivative security -24.7K -1.22% 2M Feb 14, 2025 Class A Common Stock 24.7K By Spouse F2, F3, F4
transaction CRWV Class B Common Stock Gift $0 -2M -12.28% $0.00 14.3M Feb 28, 2025 Class A Common Stock 2M Direct F2, F3, F11, F12
transaction CRWV Class B Common Stock Gift $0 +2M +105263.16% $0.00 2M Feb 28, 2025 Class A Common Stock 2M By Spouse F2, F3, F4, F11, F12
transaction CRWV Restricted Stock Units Award $0 +278K $0.00 278K Mar 13, 2025 Class A Common Stock 278K Direct F2, F13, F14, F15, F16
holding CRWV Class B Common Stock 6.84M Nov 14, 2024 Class A Common Stock 6.84M West Clay Capital LLC F3, F5
holding CRWV Class B Common Stock 5.5M Nov 14, 2024 Class A Common Stock 5.5M 2023 Venturo Family GRAT dated June 30, 2023 F3, F17
holding CRWV Class B Common Stock 2M Nov 14, 2024 Class A Common Stock 2M Venturo Family 2024 Friends and Family GRAT F3, F18
holding CRWV Class B Common Stock 4.27M Nov 14, 2024 Class A Common Stock 4.27M Venturo Family GST Exempt Trust dated June 30, 2023 F3, F19
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.
F5 The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member.
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.
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.
F8 The reported securities are directly held by the YOLO APV Trust (the "APV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the APV Trust's trustee.
F9 The reported securities are directly held by the YOLO ECV Trust (the "ECV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the ECV Trust's trustee.
F10 The reported securities are directly held by the Estate of Patricia Shafi (the "Estate"). A member of the reporting person's household serves as executor of the Estate and in such capacity exercises voting and investment discretion over securities held by the Estate. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest, if any.
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.
F13 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
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.
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.
F17 The reported securities are directly held by 2023 Venturo Family GRAT dated June 30, 2023, of which the reporting person is the sole trustee and beneficiary.
F18 The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
F19 The reported securities are directly held by Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Trust"). The reporting person's spouse is trustee of the GST Trust and his spouse and minor children are beneficiaries.