SEC FORM 4 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Gemini Space Station, LLC

(Last) (First) (Middle)
C/O GEMINI SPACE STATION, INC.
600 THIRD AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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
Common Stock 09/15/2025 J 100(1) D $0 0 D(2)
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*
Gemini Space Station, LLC

(Last) (First) (Middle)
C/O GEMINI SPACE STATION, INC.
600 THIRD AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Tyler Howard

(Last) (First) (Middle)
C/O GEMINI SPACE STATION, INC.
600 THIRD AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Winklevoss Cameron Howard

(Last) (First) (Middle)
C/O GEMINI SPACE STATION, INC.
600 THIRD AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
1. Name and Address of Reporting Person*
Winklevoss Capital Fund, LLC

(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Gemini Space Station, LLC was the sole stockholder of the Issuer and held a nominal amount of common stock of the Issuer, which was cancelled in connection with the reorganizational transactions consummated immediately prior to or upon closing of the Issuer's initial public offering on September 15, 2025.
2. Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of Winklevoss Capital Fund, LLC, as well as the Managers of the managing entity of Winklevoss Capital Fund, LLC. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by Winklevoss Capital Fund, LLC and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.
/s/ Tyler Meade for Gemini Space Station, LLC, By: Tyler Meade, Chief Legal Officer 09/15/2025
/s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC 09/15/2025
/s/ Tyler Meade, as attorney-in-fact 09/15/2025
/s/ Tyler Meade, as attorney-in-fact 09/15/2025
** 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 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.