Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CoinShares PLC (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
G670AQ104 (CUSIP Number) |
Daniel Masters c/o CoinShares PLC, 2 Hill Street St. Helier Channel Islands, Y9, JE2-4UA 44 1534 513100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G670AQ104 |
| 1 |
Name of reporting person
Daniel Masters | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,610,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reported ownership consists entirely of ordinary shares, no par value, (the "Ordinary Shares") of the Issuer, which were acquired in connection with the Business Combination (as defined in the Initial Schedule 13D). (2) Reported ownership excludes 3,282,660 Ordinary Shares issuable to the Reporting Person upon the exercise of 13 European-style call options held by the Reporting Person pursuant to the Master Securities Loan Agreement described under Item 4 of the Initial Schedule 13D. None of the options are exercisable within 60 days of the date hereof. (3) Percentage ownership is based on an aggregate of 131,780,209 Ordinary Shares outstanding as of May 14, 2026, as reported by the Issuer on its registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission on May 15, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
CoinShares PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
2 Hill Street, St. Helier, Channel Islands,
JERSEY
, JE2-4UA. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on April 7, 2026 (the "Initial Schedule 13D" and, as amended, the "Schedule 13D") with respect to the Ordinary Shares, no par value (the "Ordinary Shares"), of CoinShares PLC, a public company limited by shares organized under the laws of Jersey (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings previously defined in the Initial Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Initial Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: 10b5-1 Plan On June 12, 2026 (the "Adoption Date"), the Reporting Person entered into a trading plan in accordance with Rule 10b5-1 under the Act (the "10b5-1 Plan") with Keefe, Bruyette & Woods, Inc. (the "Broker"). Pursuant to the 10b5-1 Plan, the Broker may sell up to 15,782,660 Ordinary Shares on behalf of the Reporting Person, starting on the later of (i) September 11, 2026 or (ii) the expiration of the applicable "cooling off" period under Rule 10b5-1(c)(1)(ii)(B)(1) under the Act, provided that, certain Ordinary Shares are also subject to the Lock-Up Agreement, as described further in the third paragraph to this Item 4. The 10b5-1 Plan will terminate on the earlier of (i) December 31, 2027, (ii) the date on which all 15,782,660 Ordinary Shares have been sold under the 10b5-1 Plan, and (iii) the date the 10b5-1 Plan is otherwise terminated pursuant to its terms. Pursuant to the terms of the 10b5-1 Plan, the European-style call options described in the Initial Schedule 13D will automatically be exercised at their Maturity Date and the underlying Ordinary Shares acquired thereby may be sold over the subsequent days. In addition, pursuant to the terms of the 10b5-1 Plan, once the lock-up period under the Lock-Up Agreement expires on October 1, 2026, and through the expiration of the 10b5-1 Plan on December 31, 2027, (i) an additional 1.5 million shares may be sold in monthly tranches of 100,000 shares, and (ii) an additional 11 million shares may be sold, in tranches of 1 million shares at limit prices between $10 and $20, inclusive. The 21,610,244 Ordinary Shares beneficially owned by the Reporting Person as of the date hereof are subject to the Lock-Up Agreement described in Item 6 of the Initial Schedule 13D and, accordingly, none of these shares may be sold prior to the expiration of the lock-up period; any Ordinary Shares acquired by the Reporting Person upon automatic exercise of the European-style call options pursuant to the terms of the 10b5-1 Plan are not subject to the Lock-Up Agreement and thus may be sold prior to the expiration of the Lock-Up period. The Reporting Person entered into the 10b5-1 Plan for financial planning purposes. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: The information contained in Item 4 is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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