Tessera Venture fund tied to Gemini (NASDAQ: GEMI) director exits stake

Rhea-AI Filing Summary

Gemini Space Station, Inc. director-associated entity Tessera Venture Capital Fund II, LP sold a total of 39,708 shares of Class A common stock on March 11, 2026 in open-market transactions. One block of 35,713 shares was sold at a weighted average price of $8.8118 per share, and another 3,995 shares at $9.9150 per share, leaving Tessera with zero shares after these trades. Footnotes state the prices reflect multiple trades within narrow ranges and explain an ethical wall that prevents Sachin Chand Jaitly from sharing information or participating in investment or voting decisions for Tessera, with a disclaimer of beneficial and pecuniary interest in the shares.

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).

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^*

Jaitly Sachin Chand

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		S		35,713	D	$8.8118(1)	3,995	I	By Tessera Venture Capital Fund II, LP(2)(3)
Class A Common Stock	03/11/2026		S		3,995	D	$9.915(4)	0	I	By Tessera Venture Capital Fund II, LP(2)(3)

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $8.89. The reporting person undertakes to provide 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 footnote.

2. Tessera Venture Capital Fund II GP, LLC is the general partner of Tessera Venture Capital Fund II, LP. The reporting person is a Managing Partner of Tessera Venture Capital Fund II GP, LLC, and may be deemed to beneficially own the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest, if any, therein.

3. Due to an ethical wall between the reporting person and Tessera Venture Capital Fund II, LP (the "Tessera Fund") that prevents (i) the sharing of information related to the Issuer between the reporting person and the Tessera Fund and their respective representatives, and (ii) participation in investment or voting decisions with respect to the shares of Class A common stock of the Issuer held by the Tessera Fund. As a result thereof, the reporting person disclaims any beneficial or pecuniary interest in any shares sold by the Tessera Fund. Following the reported transaction, the Tessera Fund held zero shares of the Issuer's Class A common stock.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.90 to $9.93. The reporting person undertakes to provide 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 footnote.

	/s/ Sachin Jaitly	03/13/2026
	** 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.

FAQ

What insider transaction did GEMI disclose in this Form 4?

Gemini Space Station disclosed open-market sales totaling 39,708 Class A shares by Tessera Venture Capital Fund II, LP on March 11, 2026. The fund sold 35,713 shares at $8.8118 and 3,995 shares at $9.9150, fully exiting its reported position.

Who is the reporting person in the GEMI Form 4 and what is their role?

The reporting person is Sachin Chand Jaitly, a director of Gemini Space Station, Inc. The shares were held indirectly through Tessera Venture Capital Fund II, LP, where he is a Managing Partner of the general partner entity, with footnotes clarifying his limited beneficial and pecuniary interest.

How many Gemini Space Station (GEMI) shares did Tessera sell and at what prices?

Tessera Venture Capital Fund II, LP sold 35,713 Gemini Space Station Class A shares at a weighted average price of $8.8118 and 3,995 shares at $9.9150. Footnotes note these as weighted averages across multiple trades within narrow price ranges.

Did Tessera Venture Capital Fund II, LP retain any GEMI shares after these transactions?

Following the reported March 11, 2026 transactions, Tessera Venture Capital Fund II, LP held zero shares of Gemini Space Station’s Class A common stock. The Form 4 indicates 0.0000 shares following the final sale, meaning the fund fully exited its reported position.

What does the ethical wall mentioned in GEMI’s Form 4 footnotes mean?

The footnotes describe an ethical wall between Sachin Chand Jaitly and Tessera Venture Capital Fund II, LP. It prevents sharing issuer-related information and participation in investment or voting decisions, and supports his disclaimer of beneficial or pecuniary interest in Tessera’s GEMI share sales.

Are the reported GEMI share prices in the Form 4 exact or averages?

The reported prices are weighted average prices for multiple trades. For the first block, trades ranged from $8.80 to $8.89, and for the second block from $9.90 to $9.93, with a commitment to provide detailed per-trade data upon request to relevant parties.