Sec Form 4 Filing - Bitfury Top HoldCo B.V. @ Cipher Mining Inc. - 2024-02-26

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bitfury Top HoldCo B.V. 2. Issuer Name and Ticker or Trading Symbol Cipher Mining Inc. [ CIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) STRAWINSKYLAAN 3501 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2024 (Street) AMSTERDAM, P71077 ZX 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/26/2024 J( 1 ) 107,304,200 ( 1 ) D $ 0 118,814,579 I See Footnote ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bitfury Top HoldCo B.V. STRAWINSKYLAAN 3501 AMSTERDAM, P71077 ZX X V3 Holding Ltd 4TH FL HARBOUR PL 103 S CHURCH ST, 10240 GEORGE TOWN, E9KY1-1002 X Bitfury Holding B.V. STRAWINSKYLAAN 3501 AMSTERDAM, P71077 ZX X Vavilovs Valerijis STRAWINSKYLAAN 3501 AMSTERDAM, P71077 ZX X Bitfury Group Ltd 6TH FLOOR ONE LONDON WALL LONDON, X0EC2Y 5EB X Signatures Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 02/27/2024 Signature of Reporting Person Date Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 02/27/2024 Signature of Reporting Person Date Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 02/27/2024 Signature of Reporting Person Date Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 02/27/2024 Signature of Reporting Person Date Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 02/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 26, 2024, (i) Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") transferred an aggregate of 107,304,200 shares of the Issuer's Common Stock to its parent company, Bitfury Group Limited ("BGL"), in a distribution for no consideration, and then (ii) on the same date, BGL distributed the 107,304,200 shares of the Issuer's Common Stock to its shareholders in a pro rata distribution for no consideration. As part of the distribution, V3 Holding Limited ("V3"), the majority owner of BGL, received 50,314,484 shares of the Issuer's Common Stock, representing its proportional interest in BGL. ( 2 )Following the distribution, Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 63,678,535 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. [Continued] ( 3 )[Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo., and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

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.