ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Date Rajeev V

(Last)

(First)

(Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2025

3. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	288,513⁽¹⁾	D
Class A Common Stock	25,000	I	By Fenway Summer Charitable Remainder Trust⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	03/07/2028	Class A Common Stock	45,833	$0.08	D
Series C Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	322,393⁽³⁾	⁽³⁾	I	By Fenway Summer Ventures LP⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	14,467⁽⁴⁾	⁽⁴⁾	I	By Fenway Summer Ventures LP⁽⁷⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	103,448⁽⁵⁾	⁽⁵⁾	I	By FS Venture Capital L.L.C.⁽⁷⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	138,168⁽³⁾	⁽³⁾	I	By FS Venture Capital L.L.C.⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	21,701⁽⁴⁾	⁽⁴⁾	I	By FS Venture Capital L.L.C.⁽⁷⁾

Explanation of Responses:

1. Represents 266,867 shares of Class A Common Stock held outright by the Reporting Person and 21,646 shares of Class A Common Stock subject to outstanding restricted stock units.

2. The stock options are fully vested.

3. The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

4. The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

5. The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series B Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

6. The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and the American Heart Association and the John F. Kennedy Memorial Center for the Performing Arts are the beneficiaries. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

7. The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Sarah Wilson, attorney-in-fact for Rajeev Date	06/04/2025
	** 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 5 (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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