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

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Paul B. Prager
Stock symbol
WULF
Transactions as of
Jan 30, 2023
Transactions value $
$0
Form type
4
Date filed
2/1/2023, 08:03 PM
Previous filing
May 2, 2024
Next filing
Mar 2, 2023

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 -12M -45.93% 14.1M Jan 30, 2023 By Stammtisch Investments LLC F1, F2
holding WULF Common stock, $0.001 par value per share 1.39M Jan 30, 2023 By Allin WULF LLC F3
holding WULF Common stock, $0.001 par value per share 8.51M Jan 30, 2023 By Somerset Operating Company, LLC F4
holding WULF Common stock, $0.001 par value per share 655K Jan 30, 2023 By Lucky Liefern LLC F5
holding WULF Common stock, $0.001 par value per share 375K Jan 30, 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 +12M 12M Jan 30, 2023 Common Stock 12M By Stammtisch Investments LLC F1, F2, F7
transaction WULF Warrants to Purchase Common Stock Award +1.19M 1.19M Jan 30, 2023 Common Stock 1.25M 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.