Form 4: WCF Gains 75.13M GEMI Class B Shares via Debt Conversion

Rhea-AI Filing Summary

Winklevoss Capital Fund, LLC reported acquisitions of Gemini Space Station, Inc. shares tied to the company's IPO and related reorganizations. On 09/15/2025 WCF received an aggregate 75,085,013 shares of Class B common stock that are exchangeable one-for-one into Class A common stock and 41,771 additional Class B shares from incentive units, for total reported beneficial holdings of 75,126,784 Class A-equivalent shares held indirectly. The transfers reflect conversion of WCF-held convertible notes (~$228.0 million principal plus accrued interest) and convertible term loans (~$467.6 million principal plus accrued interest) into equity as part of the issuer's IPO transactions. The filing notes Tyler and Cameron Winklevoss exercise shared voting and dispositive control over WCF holdings and disclaim direct beneficial ownership except for pecuniary interest.

Positive

• Material conversion of convertible debt into equity, reducing debt obligations of the issuer
• Clear disclosure of indirect beneficial ownership and control relationships by the Winklevoss principals
• Class B shares are exchangeable one-for-one into Class A shares, making economic exposure transparent

Negative

• Concentration of ownership with WCF and shared control by two individuals may affect governance dynamics
• No cash consideration reported — equity issued in exchange for debt dilutes existing shareholders

Insights

Securities Analyst

TL;DR: Large debt-to-equity conversions yielded WCF an immediate, sizable indirect equity stake in GEMI tied to the IPO.

The Form 4 documents material non-cash equity acquisitions on 09/15/2025: conversion of approximately $228.0 million of convertible notes and $467.6 million of convertible term loans into Class B shares, totaling 75,085,013 shares, plus 41,771 shares from incentive units. These Class B shares are exchangeable one-for-one into Class A shares, and all outstanding Class B shares convert upon specified events, indicating these holdings are economically equivalent to Class A common stock for valuation purposes. The filing is procedural and does not report purchases for cash or sales, but it discloses concentration of ownership through WCF with shared control by Tyler and Cameron Winklevoss.

Corporate Governance Expert

TL;DR: The filing clarifies control relationships and substantial indirect ownership post-IPO through WCF.

The disclosure appropriately identifies Winklevoss Capital Fund, LLC as a 10% owner and a director-related reporting person. It explains the mechanics of Class B to Class A exchangeability and the potential automatic conversion triggers, useful for assessing voting and control dynamics. The statement that the individual reporting persons disclaim beneficial ownership except for pecuniary interest is standard but important for governance analysis because it frames who exercises voting/dispositive power versus economic interest.

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).

1. Name and Address of Reporting Person^*

Winklevoss Capital Fund, LLC

(Last) (First) (Middle)

FARMERS BANK BUILDING

301 N. MARKET STREET, SUITE 1463

(Street)

WILMINGTON DE 19801

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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
Class B Common Stock	(1)	09/15/2025		A		75,085,013		(1)	(1)	Class A Common Stock	75,085,013	(2)	75,085,013	D(3)
Class B Common Stock	(1)	09/15/2025		A		41,771		(1)	(1)	Class A Common Stock	41,771	(4)	75,126,784	D(3)

Explanation of Responses:

1. Shares of the Issuer's Class B common stock may be exchanged at any time, at the option of the holder, for newly issued shares of the Issuer's Class A common stock, on a one-for-one basis. All outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the occurrence of certain events. Shares of Class B common stock do not otherwise expire.

2. On September 15, 2025, immediately prior to the consummation of the Issuer's initial public offering ("IPO"), Messrs. Tyler Winklevoss and Cameron Winklevoss received an aggregate of 75,085,013 shares of Class B common stock of the Issuer in exchange for their interests in units of Gemini Space Station, LLC, a Nevada limited liability company, which is considered the predecessor of the Issuer for accounting purposes, including the units automatically converted from (i) approximately $228.0 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible notes previously issued to Winklevoss Capital Fund, LLC ("WCF") and (ii) approximately $467.6 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible term loans with WCF, each outstanding as of the closing date of the IPO.

3. Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of WCF, as well as the Managers of the managing entity of WCF, and exercise shared voting and dispositive control over the shares held by WCF. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by WCF and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.

4. In connection with the Issuer's IPO and related reorganizational transactions, WCF received 41,771 shares of Class B common stock in exchange for its corresponding incentive profits interest units in Gemini Astronaut Corps, LLC.

	/s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC	09/16/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did GEMI report on Form 4 dated 09/15/2025?

The filing reports WCF received 75,085,013 Class B shares from convertible debt conversions and 41,771 Class B shares from incentive units on 09/15/2025.

How much convertible debt was converted into GEMI equity for Winklevoss Capital Fund?

Approximately $228.0 million of convertible notes and approximately $467.6 million of convertible term loans were converted into equity as disclosed.

Are the Class B shares convertible into Class A common stock?

Yes. The filing states Class B shares may be exchanged at any time, on a one-for-one basis, for newly issued Class A common stock and may convert automatically upon certain events.

What is the total number of Class A-equivalent shares reported as beneficially owned following the transaction?

The filing reports a total of 75,126,784 Class A-equivalent shares beneficially owned following the reported transactions.

Do Tyler and Cameron Winklevoss claim direct beneficial ownership of the shares held by WCF?

They state they exercise shared voting and dispositive control over WCF holdings but disclaim beneficial ownership except to the extent of their pecuniary interest.