Merrick Okamoto - Aug 23, 2021 Form 4 Insider Report for MARATHON DIGITAL HOLDINGS, INC. (MARA)

Role
Executive Chairman, Director
Signature
/s/ Merrick Okamoto
Stock symbol
MARA
Transactions as of
Aug 23, 2021
Transactions value $
-$43,185,425
Form type
4
Date filed
8/24/2021, 04:15 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MARA Common Stock Conversion of derivative security $46.6M +1.32M +31.76% $35.26 5.49M Aug 23, 2021 Direct F3, 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 MARA RSUs Disposed to Issuer -$89.8M -2.55M -100% $35.26 0 Mar 31, 2021 Common 2.55M $0.00 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Vested restricted stock units ("RSUs") granted under the Marathon Patent Group, Inc. 2018 Equity Incentive Plan (the "Plan") convert into shares of the Issuer's Common Stock on a one-for-one basis upon settlement by the Issuer in accordance with the procedures of the Plan.
F2 On the date in column 3, in connection with the Reporting Person's service as a director of the Corporation, the Reporting Person was granted an award as stated in those rows denoted as "A" in column 4, which immediately vested in those rows denoted as "D" in column 4.
F3 Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the issuance reported by this Form 4.
F4 Immediate vesting.
F5 Amount in column (4) is net of shares sold for tax purposes.

Remarks:

Merrick Okamoto, CEO was awarded was awarded a special bonus of 1,000,000 RSUs with immediate vesting. He was also granted the following: award of 1,000,000 RSUs when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $500,000,000; award of 1,000,000 RSUs granted when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $750,000,000; partial award of 1,452,608 RSUs when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $1,000,000,000 (another 547,392 RSUs to be granted when the Company obtains shareholder approval to increase its 2018 Equity Incentive Plan) and is also owed 2,000,000 RSUs when the Company's market capitalization reached and sustained a market capitalization for 30 consecutive days above $2,000,000,000, so granted on 8/23/21 were a total of 2,547,392 RSUS are owed to Mr. Okamoto immediately upon an increase in the number of shares issuable under the Company's Plan.