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).
  
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*
Mintz Brandon Taylor

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bitcoin Depot Inc. [ BTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 V common stock 04/24/2024 M(1) 2,906,976 D $0(2) 41,193,024 I By BT Assets, Inc.(3)
Class A common stock 04/24/2024 S 2,906,976 D $1.72 0 I By BT Assets, Inc.(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
1. Name and Address of Reporting Person*
Mintz Brandon Taylor

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BT Assets, Inc.

(Last) (First) (Middle)
C/O BITCOIN DEPOT INC.,
3343 PEACHTREE ROAD NE, SUITE 750

(Street)
ATLANTA GA 30326

(City) (State) (Zip)
Explanation of Responses:
1. 2,906,976 shares of Class V Common Stock were exchanged for 2,906,976 shares of Class A Common Stock at the election of BT Assets, Inc. ("BT Assets") in connection with the redemption of 2,906,976 Common Units of BT HoldCo LLC previously held by BT Assets pursuant to that certain Amended and Restated Limited Liability Company Agreement of BT HoldCo LLC, dated as of June 30, 2023 (the "BT HoldCo LLCA").
2. Shares of the Issuer's Class V Common Stock may be exchanged for shares of the the Issuer's Class A Common Stock on a one-for-one basis at the election of BT Assets in connection with the redemption of the same number of Common Units of BT HoldCo LLC pursuant to the BT HoldCo LLCA.
3. The Reporting Person is the sole voting stockholder and sole member of the Board of Directors of BT Assets, Inc. and therefore may be deemed to beneficially own the reported securities.
Remarks:
President, Chief Executive Officer, and Chairman
/s/ Felicity Lewis, as attorney-in-fact for BT Assets, Inc. 04/26/2024
** 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.

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