What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-05-07 compared with 2020-11-06 · 23 added, 26 removed, 83 unchanged (37% of the section changed)

1 unchanged sentence

Exhibit Description

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 .

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

11 unchanged sentences

“ Additional Trust Expenses ”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders (including in connection with any Incidental Rights and any IR Virtual Currency), (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

“ Administrator ”—Any Person from time to time engaged by the Sponsor to assist in the administration of the Shares.

“ Administrator Fee ”—The fee payable to the administrator for services it provides to the Trust, which the Sponsor will pay the administrator as a Sponsor-paid Expense.

1 unchanged sentence

“ Authorized Participant ”— Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation of Shares.

Each Authorized Participant (i) is a registered broker-dealer, (ii) has entered into an agreement with the Sponsor that provides the procedures for the creation of Baskets and for the delivery of ETH required for Creation Baskets with the Sponsor and (iii) owns an Authorized Participant Self-Administered Account.

“ Authorized Participant Self-Administered Account ”—A ETH wallet address that is known to the Custodian as belonging to the Authorized Participant.

Each Authorized Participant (i) is a registered broker-dealer, (ii) has entered into a Participant Agreement with the Sponsor and (iii) owns a digital wallet address that is known to the Custodian as belonging to the Authorized Participant .

“ Basket ”—A block of 100 Shares.

2 unchanged sentences

, carried to the eighth decimal place)), and multiplying such quotient by 100.

“ Blockchain ” or “ Ethereum Blockchain ”—The public transaction ledger of the Ethereum Network on which miners or mining pools solve algorithmic equations allowing them to add records of recent transactions (called “blocks”) to the chain of transactions in exchange for an award of Ethereum from the Ethereum Network and the payment of transaction fees, if any, from users whose transactions are recorded in the block being added.

“ Blockchain ” or “ Ethereum Blockchain ”—The public transaction ledger of the Ethereum Network on which transactions in Ethereum are recorded.

“ Creation Basket ”—Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.

“ Custodial Services ”— the Custodian’s services that (i) allow ETH to be deposited from a public blockchain address to the Trust’s segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s ETH on the Trust’s behalf, and (ii) allow the Trust and the Sponsor to withdraw ETH from this Trust’s account to a public blockchain address the Trust or the Sponsor controls pursuant to instructions the Trust or the Sponsor provides to the Custodian .

“ Custodial Services — the Custodian’s services that (i) allow ETH to be deposited from a public blockchain address to the Trust’s Digital Asset Account and (ii) allow the Trust and the Sponsor to withdraw ETH from the Trust’s Digital Asset Account to a public blockchain address the Trust or the Sponsor controls pursuant to instructions the Trust or the Sponsor provides to the Custodian .

“ Custodian ”—Coinbase Custody Trust Company, LLC.

8 unchanged sentences

dollars, of the Trust’s assets (other than U.S.

dollars and other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses) calculated in the manner set forth under “Valuation of ETH and Determination of the Trust’s Digital Asset Holdings.” See also “Key Operating Metrics” for a description of the Trust’s NAV, as calculated in accordance with GAAP .

“ Digital Asset Holdings Fee Basis Amount ”— The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Valuation of ETH and Determination of Digital Asset Holdings” .

dollars and other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses) calculated in the manner set forth under “Valuation of ETH and Determination of Digital Asset Holdings” in our Annual Report on Form 10-K.

See also “Key Operating Metrics” in our Annual Report on Form 10-K for a description of the Trust’s NAV, as calculated in accordance with GAAP .

“ Digital Asset Market ”—A dealer market, brokered market, principal-to-principal market or exchange market on which ETH are bought and sold.

“ Distribution and Marketing Agreement ”—The agreement among the Sponsor and the Distributor and Marketer, which sets forth the obligations and responsibilities of the Distributor and Marketer.

“ Distributor ”—Genesis, or any other person from time to time, who is engaged by the Sponsor to assist in the distribution of the Shares.

“ DSTA ”—The Delaware Statutory Trust Act, as amended.

9 unchanged sentences

“ Incidental Rights ”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of ETH and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.

“ Index ”—The TradeBlock ET X Index.

“ Index ”—The CoinDesk Ether Price Index (ETX).

“ Index License Agreement ”—The license agreement entered into by the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price.

1 unchanged sentence

dollar value of an ETH derived from the Digital Asset Exchanges that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day.

See “Overview of the ETH Industry and Market—ETH Value—The Index and the Index Price” for a description of how the Index Price is calculated.

See “Overview of the ETH Industry and Market—ETH Value—The Index and the Index Price” in our Annual Report on Form 10-K for a description of how the Index Price is calculated.

For purposes of the Trust Agreement, the term ETH Index Price shall mean the Index Price as defined herein .

“ Index Provider ”—TradeBlock, Inc., a Delaware corporation that publishes the Index.

DCG is the indirect parent company of TradeBlock, Inc.

As a result, TradeBlock, Inc.

is an affiliate of the Sponsor and the Trust and is considered a related party of the Trust.

“ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended.

“ Investment Company Act ”—Investment Company Act of 1940, as amended.

“ Investor ”— Any investor that has entered into an agreement with an Authorized Participant pursuant to which the investor can subscribe for Shares with an Authorized Participant and pursuant to which such Authorized Participant will act as agent for the investor.

“ Investor ”— Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor .

“ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

2 unchanged sentences

Department of the Treasury.

“ Marketer ”—Genesis or any other person from time to time engaged to provide marketing services or related services to the Trust pursuant to authority delegated by the Sponsor.

“ Marketing Fee ”— Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense .

6 unchanged sentences

“ Securities Act ”—The Securities Act of 1933, as amended.

“ Service Providers ”—Collectively, Grayscale Investments, LLC, Continental Stock Transfer & Trust Company, Genesis, TradeBlock, Inc., Coinbase Custody Trust Company, LLC and Digital Currency Group, Inc.

“ Shares ”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

“ Share Split ”—A 9-for-1 Share split of the Trust’s issued and outstanding Shares, which was effective on December 17, 2020 to shareholders of record as of the close of business on December 14, 2020.

“ Sponsor ”—Grayscale Investments, LLC.

“ Sponsor-paid Expenses ”— The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including:

(i) the fee payable to Genesis or any other person from time to time engaged to provide marketing services or related services to the Trust pursuant to authority delegated by the Sponsor for services it provides to the Trust, (ii) the fee payable to the any person from time to time engaged by the Sponsor to assist in the administration of the Shares for services it provides to the Trust, (iii) the fee payable to the Custodian for services it provides to the Trust, (iv) the fee payable to the Transfer Agent for services it provides to the Trust, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an

amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense .

(i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense .

“ Sponsor’s Fee ”— A fee, payable in ETH, which accrues daily in U.S.

1 unchanged sentence

provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on Digital Asset Holdings Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date .

“ Subscription Agreement ”—An agreement between an Investor and an Authorized Participant pursuant to which the Investor can subscribe for Shares.

“ Transfer Agency and Service Agreement ”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters.

10 unchanged sentences

as Sponsor of Grayscale Ethereum Trust (ETH)

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)*

/s/ Simcha Wurtzel

Simcha Wurtzel

Member of the Board of Directors and Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)*

November 6, 2020

/s/ Michael Sonnenshein

Michael Sonnenshein

Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)*

/s/ Edward McGee

Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)*

The Registrant is a trust and the persons are signing in their capacities as officers or directors of Grayscale Investments, LLC, the Sponsor of the Registrant.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information