Gregory A. Beard - Apr 20, 2023 Form 4 Insider Report for Stronghold Digital Mining, Inc. (SDIG)

Signature
/s/ Matthew Usdin, attorney-in-fact for Gregory A. Beard
Stock symbol
SDIG
Transactions as of
Apr 20, 2023
Transactions value $
$1,149,764
Form type
4
Date filed
4/24/2023, 09:48 PM
Previous filing
Mar 17, 2023
Next filing
Jul 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SDIG Class A common stock, par value $0.0001 Award $150K +242K +8.8% $0.62 2.99M Apr 20, 2023 Direct F1, F2
transaction SDIG Class A common stock, par value $0.0001 Purchase $1M +1M +33.48% $1.00 3.99M Apr 20, 2023 Direct F3
holding SDIG Class A common stock, par value $0.0001 14.4K Apr 20, 2023 By Q Power LLC F4, F5

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 SDIG Warrants (to purchase Class A common stock) Purchase +1M 1M Apr 20, 2023 Class A common stock, par value $0.0001 1M $1.10 Direct F3, F6
transaction SDIG Warrants (to purchase Class A common stock) Disposed to Issuer -602K -100% 0 Apr 20, 2023 Class A common stock, par value $0.0001 602K $1.75 Direct F7
transaction SDIG Warrants (to purchase Class A common stock) Purchase +602K 602K Apr 20, 2023 Class A common stock, par value $0.0001 602K $1.01 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 7, 2022, the Reporting Person agreed to separate his $600,000 annual salary to a cash salary of $58,500 per year and $541,500 in equity compensation. This award represents the equity portion of his salary from January 1, 2023 through March 31, 2023 in immediately vested shares.
F2 Represents the average of the 30-day volume-weighted average price of Stronghold Digital Mining, Inc.'s (the "Issuer") Class A common stock, par value $0.0001 per share ("Common Stock") for each of January, February and March 2023.
F3 The Reporting Person purchased 1,000,000 shares of Stronghold Digital Mining, Inc.'s (the "Issuer") Class A common stock, par value $0.0001 per share ("Common Stock") and warrants to purchase 1,000,000 shares of Common Stock, pursuant to a securities purchase agreement by and between the Reporting Person and the Issuer, dated as of April 20, 2023 (the "Securities Purchase Agreement"), as part of a private placement for an aggregate purchase price of approximately $1.0 million.
F4 The Reporting Person is a managing member of Q Power LLC and may be deemed to be the beneficial owner of the securities held directly by Q Power LLC.
F5 The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
F6 The warrants are exercisable six months after the date of issuance and will expire five and one-half years from the date of issuance.
F7 The two reported transactions involved an amendment to adjust the exercise price and expiration date of warrants issued to the Reporting Person by the Issuer on September 19, 2022 (as amended, the "Amended Warrants"). The Amended Warrants will expire on April 20, 2028.