Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Core Scientific, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21873J108
(CUSIP Number)
David Maryles
Managing Director, Legal and Compliance
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 9, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 21873J108
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BlackRock, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
4,737,778 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
4,737,778 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,778 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ See Item 5 herein. | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% | |||||
| 14. | TYPE OF REPORTING PERSON (see instructions)
HC | |||||
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 30, 2022 (as so amended, the “Schedule 13D”), by BlackRock relating to the Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
The information in Item 2(b) – (c) and (f) is hereby amended by replacing Annex A thereof with the Annex A attached hereto.
Item 4. Purpose of Transaction.
The information in Item 4 is hereby amended by adding the following immediately before the penultimate paragraph thereof.:
On February 9, 2023, the Issuer terminated the Support Agreement in accordance with Section 6(b)(ii) thereof and, in connection therewith, the Issuer has repaid in full all amounts outstanding under the DIP Credit Agreement and the DIP Credit Agreement has been terminated.
As a result of the foregoing, any “group,” as such term is used in Regulation 13D under the Act that may be deemed to have been formed with the other parties to the Support Agreement and the DIP Credit Agreement who beneficially own shares of the Issuer’s Common Stock, terminated on February 9, 2023.
Item 5. Interest in Securities of the Issuer.
The information in Item 5(e) is hereby amended and restated to read as follows:
(e) As of February 9, 2023, BlackRock does not beneficially own more than five percent of the Issuer’s Common Stock and, as a result of the termination of the Support Agreement, may no longer be deemed to be a member of a “group” that beneficially owns more than five percent of the Issuer’s Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2023
| BlackRock, Inc. | ||
| By: | /s/ David Maryles | |
| Name: David Maryles | ||
| Title: Attorney-in-Fact | ||
Annex A
The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).
Executive Officers
| Name |
Position |
Business Address |
Citizenship | |||
| Laurence D. Fink | Chairman and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Robert S. Kapito | President | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Rachel Lord | Senior Managing Director and Chair and Head of Asia Pacific |
BlackRock, Inc. 16/F Champion Tower 3 Garden Road Central, Hong Kong |
U.K. | |||
| Robert L. Goldstein | Senior Managing Director, Chief Operating Officer and Head of BlackRock Solutions |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| J. Richar d Kushel | Senior Managing Director and Head of the Portfolio Management Group | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Stephen Cohen | Senior Managing Director and Head of Europe, Middle East and Africa |
BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom |
U.K. | |||
| Christopher J. Meade | Senior Managing Director, Chief Legal Officer and General Counsel | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Gary S. Shedlin | Senior Managing Director and Chief Financial Officer |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Mark Wiedman | Senior Managing Director and Head of the Global Client Business | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Caroline Heller | Senior Managing Director and Global Head of Human Resources | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Marc Comerchero | Managing Director, Chief Accounting Officer and Global Controller | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
Directors
| Name |
Principal Occupation or Employment |
Business Address |
Citizenship | |||
| Bader M. Alsaad | Arab Fund for Economic & Social Development – Chairman of the Board and Director General | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
Kuwait | |||
| Pamela Daley | General Electric Company – Former Senior Vice President of Corporate Business Development | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Laurence D. Fink | BlackRock, Inc. – Chairman and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| William E. Ford | General Atlantic – Chairman and Chief Executive Officer | General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Fl New York, NY 10055 |
U.S. | |||
| Fabrizio Freda | The Estée Lauder Companies Inc. – President and Chief Executive Officer | Estée Lauder Companies 767 Fifth Avenue New York, NY 10153 |
Italy & U.S. | |||
| Murry S. Gerber | EQT Corporation – Former Executive Chairman, Chairman, President and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Margaret “Peggy” L. Johnson | Magic Leap, Inc. – Chief Executive Officer | Magic Leap 7500 W. Sunrise Blvd Plantation, FL 33322 |
U.S. | |||
| Robert S. Kapito | BlackRock, Inc. – President | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Cheryl D. Mills | BlackIvy Group LLC – Founder and Chief Executive Officer | BlackIvy Group LLC 2300 N Street NW Suite 630 Washington DC 20037 |
U.S. | |||
| Gordon M. Nixon | Royal Bank of Canada – Former President, Chief Executive Officer and Board Member | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
Canada | |||
| Kristin C. Peck | Zoetis Inc. – Chief Executive Officer | Zoetis Inc. 10 Sylvan Way Parsippany, NJ 07054 |
U.S. | |||
| Charles H. Robbins | Cisco Systems, Inc. – Chairman and Chief Executive Officer | Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 |
U.S. | |||
| Marco Antonio Slim Domit | Grupo Financiero Inbursa, S.A.B. de C.V. – Chairman | Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F. |
Mexico | |||
| Hans E. Vestberg | Verizon Communications Inc. – Chairman and Chief Executive Officer | Verizon Communications Inc. 1095 Avenue of the Americas New York, NY 10036 |
Sweden | |||
| Susan L. Wagner | BlackRock, Inc. – Former Vice Chairman | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
U.S. | |||
| Mark Wilson | Abacai – Co-Chairman and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
New Zealand | |||