Bryan J. Pascual - Apr 11, 2022 Form 4 Insider Report for TERAWULF INC. (WULF)

Role: 10%+ Owner
Signature: /s/ Bryan J. Pascual
Stock symbol: WULF
Transactions as of: Apr 11, 2022
Transactions value $: $1,249,997
Form type: 4
Date filed: 4/13/2022, 05:18 PM
Previous filing: Mar 17, 2022
Next filing: Oct 11, 2022

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	Purchase	$1.25M	+159K	+1.12%	$7.88	14.3M	Apr 11, 2022	By LLC	F1

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	WULF	Series A Convertible Preferred Stock						2.5K	Apr 11, 2022	Common Stock	250K		By Trust	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Common Stock held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
F2	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.
F3	As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire.
F4	The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.