Steven T. Pincus - Mar 15, 2022 Form 4 Insider Report for TERAWULF INC. (WULF)

Role: Director
Signature: /s/ Kenneth J. Deane, as attorney-in-fact For Steven T. Pincus
Stock symbol: WULF
Transactions as of: Mar 15, 2022
Transactions value $: $50,000
Form type: 4
Date filed: 3/17/2022, 12:58 PM
Previous filing: Dec 15, 2021
Next filing: Jun 24, 2022

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	Series A Convertible Stock	Award	$50K	+50		$1,000.00^*	50	Mar 15, 2022	Common Stock	5K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
F2	As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 5,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

Content

Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 5,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.