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GEMI Form 4: Chief Legal Officer Reports 1.22M Shares, Secondary Sale at $26.25

Tyler Meade Roberts, Chief Legal Officer of Gemini Space Station, Inc. (GEMI), reported multiple equity transactions tied to the company's IPO and related reorganizations.

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Tyler Meade Roberts, Chief Legal Officer of Gemini Space Station, Inc. (GEMI), reported multiple equity transactions tied to the company's IPO and related reorganizations. The Form 4 shows grants and conversions of Class A common stock and stock options that increased his direct holdings to 1,223,518 shares after certain transfers and a secondary sale.

The filing records: vested settlement of 3,964 RSUs; grants of 214,285 and 637,022 RSUs (with staggered vesting schedules); conversion of 632,106 shares from incentive units (including 432,639 restricted shares); a sale of 199,463 shares at $26.25 in the secondary offering; and a transfer of 64,396 shares to family trusts. A 214,285-option grant at $28 strike vests over four years.

Positive

  • Retention-focused equity grants: large RSU and option awards with multi-year vesting help align the Chief Legal Officer with long-term company performance
  • Significant retained ownership: after transactions the reporting person retains 1,223,518 Class A shares, maintaining alignment with public shareholders
  • Liquidity event executed: sale of 199,463 shares at $26.25 provided personal liquidity without eliminating substantial ownership

Negative

  • Substantial immediate vested holdings: conversion and settlements increased outstanding shares held by the insider, which could be viewed as near-term selling pressure
  • Secondary sale size: sale of 199,463 shares represents a meaningful transfer of insider stock into the market at $26.25

Insights

TL;DR: Insider received large equity grants tied to IPO reorganizations and made a secondary sale, signaling routine executive compensation and liquidity events.

The reporting shows a mix of equity instruments: restricted stock units, converted incentive units, stock options, a secondary sale, and intra-family transfers. The conversion of incentive profit interest units into 632,106 Class A shares (including 432,639 restricted shares) reflects IPO-related recapitalization rather than new dilution. The secondary sale of 199,463 shares at $26.25 provided liquidity while leaving the reporting person with significant retained ownership (1.22 million+ shares), preserving alignment with shareholders. Transfers to family trusts are common estate-planning moves and were made for no consideration with an independent trustee noted.

TL;DR: Compensation package is front-loaded and standard: large RSU grants with multi-year vesting and long-dated options typical for post-IPO executives.

The grants include a 214,285-option award exercisable through 2035 at a $28 strike and multiple RSU tranches with one-year cliffs and monthly or quarterly vesting that stretch up to four years. The mix of vested settlement and unvested restricted shares aligns retention incentives with the company's post-IPO performance horizon. The secondary sale reduces immediate ownership but the executive retains meaningful stake, suggesting balance between personal liquidity and ongoing incentive alignment.

Insider Meade Tyler Roberts
Role Chief Legal Officer
Sold 199,463 shs ($5.24M)
Type Security Shares Price Value
Grant/Award Class A Common Stock 632,106 $0.00 $0.00
Sale Class A Common Stock 199,463 $26.25 $5.24M
Gift Class A Common Stock 64,396 $0.00 $0.00
Grant/Award Stock Options (right to buy) 214,285 $0.00 $0.00
Grant/Award Class A Common Stock 3,964 $0.00 $0.00
Grant/Award Class A Common Stock 214,285 $0.00 $0.00
Grant/Award Class A Common Stock 637,022 $0.00 $0.00
Holdings After Transaction: Stock Options (right to buy) — 214,285 contracts (Direct); Class A Common Stock — 1,223,518 shares (Direct)
Footnotes (7)
  1. F1. Represents a grant of 3,964 restricted stock units ("RSUs"), which vested and settled in full upon the closing of the Issuer's initial public offering ("IPO"). Each RSU represents a contingent right to receive one share of Class A common stock.
  2. F2. Represents a grant of 214,285 RSUs, which vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments.
  3. F3. Represents a grant of 637,022 RSUs, which vest in equal monthly installments over two years, with the first vesting installment occurring on February 24, 2025.
  4. F4. In connection with the Issuer's initial public offering and related reorganizational transactions, the reporting person received 632,106 shares of Class A common stock in exchange for the reporting person's corresponding incentive profits interest units in Gemini Astronaut Corps, LLC, including 432,639 shares of restricted Class A common stock for incentive profit interest units that have not vested.
  5. F5. These shares were sold in the secondary offering that occurred in conjunction with the IPO.
  6. F6. Represents a transfer of 64,396 shares of Class A common stock for no consideration to certain trusts for the benefit of reporting person's family, for which an independent third-party serves as the trustee.
  7. F7. These stock options vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares did Tyler Meade Roberts acquire or receive according to the Form 4 for GEMI?
The filing reports settlement of 3,964 RSUs, grants of 214,285 and 637,022 RSUs, and conversion of 632,106 incentive units into Class A common stock.

Did the reporting person sell any GEMI shares and at what price?
Yes. The report shows a secondary sale of 199,463 shares at a price of $26.25 per share.

How many GEMI shares does Tyler Meade Roberts beneficially own after these transactions?
Following the reported transactions and transfers, the reporting person beneficially owns 1,223,518 shares of Class A common stock (direct ownership).

Were any shares transferred to family trusts?
Yes. 64,396 shares were transferred for no consideration to trusts for the benefit of the reporting person's family, with an independent trustee serving.

What are the terms of the stock option disclosed in the Form 4?
A stock option with a $28 exercise price was granted on 09/11/2025 for 214,285 shares, exercisable through 09/11/2035, vesting over four years with a one-year cliff.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Meade Tyler Roberts
(Last) (First) (Middle)
600 THIRD AVENUE, 2ND FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 09/11/2025 A 3,964(1) A $0 3,964 D
Class A Common Stock 09/11/2025 A 214,285(2) A $0 218,249 D
Class A Common Stock 09/11/2025 A 637,022(3) A $0 855,271 D
Class A Common Stock 09/15/2025 A 632,106(4) A $0 1,487,377 D
Class A Common Stock 09/15/2025 S 199,463(5) D $26.25 1,287,914 D
Class A Common Stock 09/15/2025 G 64,396(6) D $0 1,223,518 D
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
Stock Options (right to buy) $28 09/11/2025 A 214,285 (7) 09/11/2035 Class A Common Stock 214,285 $0 214,285 D
Explanation of Responses:
1. Represents a grant of 3,964 restricted stock units ("RSUs"), which vested and settled in full upon the closing of the Issuer's initial public offering ("IPO"). Each RSU represents a contingent right to receive one share of Class A common stock.
2. Represents a grant of 214,285 RSUs, which vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments.
3. Represents a grant of 637,022 RSUs, which vest in equal monthly installments over two years, with the first vesting installment occurring on February 24, 2025.
4. In connection with the Issuer's initial public offering and related reorganizational transactions, the reporting person received 632,106 shares of Class A common stock in exchange for the reporting person's corresponding incentive profits interest units in Gemini Astronaut Corps, LLC, including 432,639 shares of restricted Class A common stock for incentive profit interest units that have not vested.
5. These shares were sold in the secondary offering that occurred in conjunction with the IPO.
6. Represents a transfer of 64,396 shares of Class A common stock for no consideration to certain trusts for the benefit of reporting person's family, for which an independent third-party serves as the trustee.
7. These stock options vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments.
/s/ Tyler Meade 09/15/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

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