Paul B. Prager - Jan 9, 2024 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 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/11/2024, 07:53 PM
Previous filing: Nov 28, 2023
Next filing: Mar 6, 2024

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	Other		+800K	+54.78%		2.26M	Jan 10, 2024	By Beowulf Electricity & Data Inc.	F1, F2
holding	WULF	Common stock, $0.001 par value per share						5K	Jan 9, 2024	By Heorot Power Holdings LLC	F3
holding	WULF	Common stock, $0.001 par value per share						655K	Jan 9, 2024	By Lucky Liefern LLC	F4
holding	WULF	Common stock, $0.001 par value per share						10.6K	Jan 9, 2024	By Somerset Operating Company, LLC	F5
holding	WULF	Common stock, $0.001 par value per share						20.6M	Jan 9, 2024	By Stammtisch Investments 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	Performance-Based Restricted Stock Units	Award	$0	+1.5M		$0.00	1.5M	Jan 9, 2024	Common stock, $0.001 par value per share	1.5M		Direct	F7, F8
transaction	WULF	Restricted Stock Units	Award	$0	+1M		$0.00	1M	Jan 9, 2024	Common stock, $0.001 par value per share	1M		Direct	F9, F10

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

Explanation of Responses:

Id	Content
F1	The shares were issued to Beowulf Electricity & Data Inc. ("Beowulf E&D") as incentive equity compensation pursuant to that certain Administrative and Infrastructure Services Agreement, dated as of April 27, 2021 and as amended on March 29, 2023, between Beowulf E&D and the Issuer.
F2	By Beowulf E&D. The Reporting Person is the sole shareholder of Beowulf E&D and, as a result, may be deemed to beneficially own the shares of Common Stock held by Beowulf E&D. 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.
F3	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
F4	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.
F5	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.
F6	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 Common Stock held by Stammtisch. 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.
F7	Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
F8	The performance stock units will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.
F9	Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
F10	Fifty percent (50%) of the restricted stock units shall vest upon each of the first two six month anniversaries of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.