Q Power LLC - Oct 19, 2021 Form 3 Insider Report for Stronghold Digital Mining, Inc. (SDIG)

Role
10%+ Owner
Signature
/s/ Matthew Usdin, attorney-in-fact for Q Power LLC
Stock symbol
SDIG
Transactions as of
Oct 19, 2021
Transactions value $
$0
Form type
3
Date filed
10/19/2021, 09:31 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SDIG Class A common stock 5K Oct 19, 2021 By Q Power LLC F1, F2
holding SDIG Class V common stock 9.4M Oct 19, 2021 By Q Power LLC F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SDIG Stronghold Digital Mining Holdings LLC Units Oct 19, 2021 Class A common stock, par value $0.0001 9.4M By Q Power LLC F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in column 2 would be adjusted to 14,400.
F2 Gregory A. Beard and William B. Spence are the managing members of Q Power LLC and, as such, may be deemed to have beneficial ownership over such shares held by Q Power LLC. Each person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
F3 Each share of Class V common stock has no economic right but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each common unit ("Common Unit") of Stronghold Digital Mining Holdings, LLC ("Stronghold LLC") may be coupled with a share of Class V common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Limited Liability Company Agreement of Stronghold LLC (as amended and restated, the "Stronghold LLC Agreement"), newly issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Stronghold LLC Agreement for each Common Unit redeemed. The Common Units do not expire.
F4 Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in Table I, column 2 and Table II, column 3 swould be adjusted to 27,057,600.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney