Sec Form 4 Filing - Allen Charles W @ BTCS Inc. - 2021-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Allen Charles W 2. Issuer Name and Ticker or Trading Symbol BTCS Inc. [ BTCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, CFO (Last) (First) (Middle) 9466 GEORGIA AVENUE #124 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) SILVER SPRING,, MD20910 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock ( 1 ) ( 2 ) 01/01/2021 A 2,000,000 A $ 0 2,000,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series C-2 Convertible Preferred Stock ( 2 ) $ 0.17 01/01/2021 A 810,000 ( 3 ) ( 3 ) Common Stock 4,764,706 $ 810,000 4,764,706 D Stock Options (Right to Buy) ( 2 ) ( 5 ) $ 0.19 01/01/2021 A 7,500,000 ( 4 ) ( 4 ) Common Stock 7,500,000 ( 5 ) 7,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allen Charles W 9466 GEORGIA AVENUE #124 SILVER SPRING,, MD20910 X CEO, CFO Signatures /s/ Charles Allen 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units shall vest when the issuer lists its Common Stock on the Nasdaq or NYSE. ( 2 )The vesting (and exercisability for the stock options) of the reported securities are subject to shareholder approval. Additionally, the Series C-2 Convertible Preferred Stock (the "Series C-2") is subject to redemption at 107% of investment value if shareholder approval is not received. ( 3 )Each share of Series C-2 is convertible into shares of the issuer's common stock beginning on the two-year anniversary of the initial issuance date at a per-share conversion rate determined by dividing the stated value ($1.00 per share as of the initial issuance date) by $0.17, subject to anti-dilution adjustment provisions. Further, the Series C-2 automatically converts into shares of common stock upon the earlier of: (i) the four-year anniversary of the initial issuance date, and (ii) the issuer's common stock being listed on a national securities exchange. ( 4 )The stock options shall vest as follow: 3 million options will vest on January 1, 2022 and the remaining options will vest based upon certain performance milestones involving the issuer's stock price. ( 5 )Not applicable.

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).

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