Item 3.02. Unregistered Sales of Equity Securities.

Since the sales reported on the most recently filed Current Report on Form 8-K
by Grayscale Ethereum Trust (ETH) (the “Trust”), the Trust issued 8,546,400
Shares at varying prices determined by reference to its Digital Asset Holdings
per Share to selected “accredited investors,” within the meaning of Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), in private placement transactions exempt from the registration
requirements of the Securities Act pursuant to Rule 506(c) thereunder for an
aggregate of 87,749.87885686 Ethereum representing $153,732,197. Genesis Global
Trading, Inc. (“Genesis”) acted as the Authorized Participant with respect to
these distributions. As a result, there are 304,523,500 Shares issued and
outstanding as of February 11, 2021.

Because Shares have been, and continue to be, created and issued on a periodic
basis, a “distribution,” as such term is used in the Securities Act, may be
occurring from time to time. As a result, Genesis, as Authorized Participant
facilitating the creation of Shares and as distributor and marketer, may be
deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No
underwriting discounts or commissions were paid to Genesis with respect to such
sales.

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