Rahul Mewawalla - Nov 21, 2023 Form 4 Insider Report for Mawson Infrastructure Group Inc. (MIGI)

Role: Chief Executive Officer, Director
Signature: /s/ Rahul Mewawalla
Stock symbol: MIGI
Transactions as of: Nov 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/24/2023, 01:52 PM
Previous filing: Jul 21, 2023
Next filing: Mar 6, 2024

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	MIGI	Restricted Stock Units	Award	$0	+1.59M		$0.00	1.59M	Nov 21, 2023	Common Stock	1.59M		Direct	F1, F2
transaction	MIGI	Restricted Stock Units	Award	$0	+1.48M		$0.00	1.48M	Nov 22, 2023	Common Stock	1.48M		Direct	F1, F3
transaction	MIGI	Stock Option	Award	$0	+1.75M		$0.00	1.75M	Nov 21, 2023	Common Stock	1.75M	$0.55	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2021 Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.
F2	The RSUs granted under this award vest on January 1, 2025, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.
F3	The RSUs granted under this award vest on January 1, 2024, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.
F4	The Stock Option vests in amounts and on a day where the Fair Market Value of a Share (as measured on each trading day) averaged over the preceding thirty (30) trading days ("FMV") is as follows: 500,000 Option Common Shares with an FMV of at least $0.66, 400,000 at $0.83, 300,000 at $1.25, 200,000 at $1.66, 100,000 at $2.08, 100,000 at $2.50, 100,000 at $2.90, and 50,000 at $3.30. Notwithstanding the foregoing, if the performance condition described above with respect to any portion of the Option is met prior to January 1, 2025 such portion of the Option shall vest on January 1, 2025. In addition, if the Company undergoes a change in control, all Options shall be fully and immediately accelerated.