McVeety Kristen J Form 4 Filed 2025-03-31

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

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1. Name and Address of Reporting Person ^*

McVeety Kristen J

2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [CRWV]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
GC and Secretary

(Last)

(First)

(Middle)

C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024

(Street)

LIVINGSTON, NJ 07039

(City)

(State)

(Zip)

4. If Amendment, Date 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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/27/2025		M		69,460	A	$2.54	69,460	D
Class A Common Stock	03/27/2025		S⁽¹⁾		69,460	D	$40	0	D
Class A Common Stock	03/27/2025		S⁽¹⁾		5,000	D	$40	95,000	I	Jackfruit 2024 GRAT⁽²⁾
Class A Common Stock	11/14/2024⁽³⁾		M		107,920	A	$0.55	107,920	D
Class A Common Stock	11/14/2024⁽³⁾		M		27,740	A	$2.54	135,660	D
Class A Common Stock	11/14/2024⁽³⁾		S⁽⁴⁾		135,660	D	$47	0	D

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$2.54

03/27/2025

69,460

⁽⁵⁾

07/15/2033

Class A Common Stock

69,460

$ 0

302,800

Stock Option (Right to Buy)

$0.55

11/14/2024⁽³⁾

107,920

⁽⁶⁾

04/19/2032

Class A Common Stock

107,920

$ 0

1,160,820

Stock Option (Right to Buy)

$2.54

11/14/2024⁽³⁾

27,740

⁽⁵⁾

07/15/2033

Class A Common Stock

27,740

$ 0

372,260

Restricted Stock Units

⁽⁷⁾

03/13/2025⁽³⁾⁽⁸⁾

69,560

⁽⁹⁾

⁽¹⁰⁾

Class A Common Stock

69,560

$ 0

69,560

Restricted Stock Units

⁽⁷⁾

03/13/2025⁽³⁾⁽⁸⁾

120

⁽¹¹⁾

⁽¹⁰⁾

Class A Common Stock

120

$ 0

120

Explanation of Responses:

1.	The reported sale transaction represents the reporting person's participation in the Issuer's secondary offering, which occurred in conjunction with its initial public offering ("IPO").
2.	The reported securities are directly held by the Jackfruit 2024 GRAT, of which the reporting person is the sole trustee and beneficiary.
3.	The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's IPO, and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025.
4.	On November 14, 2024, the reporting person sold 135,660 shares of the Issuer's Class A Common Stock to a third party in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct beneficial ownership.
5.	The option vested or vests as to 1/48 of the total award monthly, with the first tranche vesting on August 16, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
6.	The option is fully vested. Pursuant to the terms of the reporting person's award agreement with the Issuer, the award became fully vested on March 1, 2025.
7.	Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
8.	This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer.
9.	The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/16 of the total award on the 20th calendar day of May, August, and November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on May 20, 2025.
10.	These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
11.	The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/4 of the total award on March 31, 2026, and thereafter shall vest as to 1/16 of the total award on the last calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date.

	Signatures
	/s/ Kristen McVeety	03/31/2025
	** Signature of Reporting Person	Date
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