Paul B. Prager - 30 Jan 2023 Form 4 Insider Report for TERAWULF INC. (WULF)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Paul B. Prager
Issuer symbol: WULF
Transactions as of: 30 Jan 2023
Net transactions value: $0
Form type: 4
Filing time: 01 Feb 2023, 20:03:11 UTC
Previous filing: 02 May 2024
Next filing: 02 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WULF	Common stock, $0.001 par value per share	Disposed to Issuer		-12,000,000	-46%		14,124,121	30 Jan 2023	By Stammtisch Investments LLC	F1, F2
holding	WULF	Common stock, $0.001 par value per share						1,388,889	30 Jan 2023	By Allin WULF LLC	F3
holding	WULF	Common stock, $0.001 par value per share						8,510,638	30 Jan 2023	By Somerset Operating Company, LLC	F4
holding	WULF	Common stock, $0.001 par value per share						654,706	30 Jan 2023	By Lucky Liefern LLC	F5
holding	WULF	Common stock, $0.001 par value per share						375,000	30 Jan 2023	By Heorot Power Holdings LLC	F6

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
transaction	WULF	Warrants to Purchase Common Stock	Award		+12,000,000			12,000,000	30 Jan 2023	Common Stock	12,000,000		By Stammtisch Investments LLC	F1, F2, F7
transaction	WULF	Warrants to Purchase Common Stock	Award		+1,190,476			1,190,476	30 Jan 2023	Common Stock	1,250,000		By Allin WULF LLC	F3, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share.
F2	By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F3	By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F4	By Somerset Operating Company, LLC ("Somerset"). The Reporting Person is the sole manager of Somerset and, as a result, may be deemed to beneficially own the shares of Common Stock held by Somerset. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F5	By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F6	By Heorot Power Holdings LLC ("Heorot"). The Reporting Person is the sole manager of Heorot and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F7	The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.
F8	Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share.