Amended Small Company Offering and Sale of Securities Without Registration (d/a)

o NoneEntity Type

0001588489

Bitcoin Investment Trust

o Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

x Business Trust

o Other

Name of Issuer

Grayscale Bitcoin Trust (BTC)

Jurisdiction of Incorporation/OrganizationDELAWARE

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Grayscale Bitcoin Trust (BTC)

Street Address 1		Street Address 2
290 Harbor Drive		4th Floor

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
Stamford	CONNECTICUT	06902	212-668-5921

3. Related Persons

Last Name	First Name	Middle Name
Grayscale Investments, LLC	N/A

Street Address 1	Street Address 2
290 Harbor Drive	4th Floor

City	State/Province/Country	ZIP/Postal Code
Stamford	CONNECTICUT	06902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)
	Sponsor

Last Name	First Name	Middle Name
Genesis Global Trading, Inc.	N/A

Street Address 1	Street Address 2
250 Park Avenue South

City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10003

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Silbert	Barry	E.

Street Address 1	Street Address 2
290 Harbor Drive	4th Floor

City	State/Province/Country	ZIP/Postal Code
Stamford	CONNECTICUT	06902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Sonnenshein	Michael

Street Address 1	Street Address 2
290 Harbor Drive	4th Floor

City	State/Province/Country	ZIP/Postal Code
Stamford	CONNECTICUT	06902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
McGee	Edward

Street Address 1	Street Address 2
290 Harbor Drive	4th Floor

City	State/Province/Country	ZIP/Postal Code
Stamford	CONNECTICUT	06902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Mark	Murphy

Street Address 1	Street Address 2
290 Harbor Drive	4th Floor

City	State/Province/Country	ZIP/Postal Code
Stamford	CONNECTICUT	06902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	x	Pooled Investment Fund o Hedge Fund x Other Investment Fund o Private Equity Fund o Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? o Yes x No					Travel
			o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
	o	Other Banking & Financial Services		o	Residential
	o	Other Banking & Financial Services		o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
o	Decline to Disclose	x	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	o	Rule 506(b)
o	Rule 504 (b)(1)(ii)	x	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2013-09-25

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

x	Pooled Investment Fund Interests	o	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	o	Option, Warrant or Other Right to Acquire Another Security
o	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 50000 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None

(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None

Street Address 1			Street Address 2

City	State/Province/Country	ZIP/Postal Code

State(s) of Solicitation	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$ USD	x Indefinite
Total Amount Sold	$ 7463189917 USD
Total Remaining to be Sold	$ USD	x Indefinite

Clarification of Response (if Necessary)

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	976

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 0 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD

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