Adam Swick - Nov 10, 2023 Form 3 Insider Report for MARATHON DIGITAL HOLDINGS, INC. (MARA)

Role: Chief Growth Officer
Signature: /s/ Adam Swick
Stock symbol: MARA
Transactions as of: Nov 10, 2023
Transactions value $: $0
Form type: 3
Date filed: 11/21/2023, 09:24 PM
Next filing: Dec 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MARA	Common Stock						19.9K	Nov 10, 2023	Direct

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	MARA	Restricted Stock Units							Nov 10, 2023	Common Stock	190K		Direct	F1
holding	MARA	Restricted Stock Units							Nov 10, 2023	Common Stock	143K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Mr. Swick was due 46,000 restricted stock units upon joining the Company on July 29, 2022 which vested 25% (11,500) on September 30, 2022 and the remaining 34,500 RSUs vest 6.25% (2,875) every three months thereafter for twelve consecutive calendar quarters. In addition, Mr. Swick was due 166,817 restricted stock units upon joining as the Company's Chief Growth Officer which shall vest 41,704 on his first anniversary as Chief Growth Officer on March 1, 2024 and then 10,426 shall vest every three months thereafter for twelve consecutive quarters. As of November 20, 2023, Mr. Swick has 189,817 unvested restricted stock units remaining.
F2	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. On 11/10/2023, in connection with the Reporting Person's service as an officer of the Corporation, the Reporting Person was granted an award as stated in the rows denoted in column 3, which shall vest over a three-year period, with (i) 25% of the grant vesting immediately and (ii) the balance vesting ratably over the next 12 consecutive calendar quarters (6.25% per calendar quarter). The Reporting Person has indicated that he will have sold 37% of the shares vested on each vesting date for tax purposes.
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. Amount is gross of shares to be sold upon vesting for tax purposes. Upon each vesting date, the number of shares vested shall be deducted from the amount of shares listed, and the number of shares of Common Stock beneficially owned shall be increased by the number of shares deducted, less the number of shares sold for income tax purposes on behalf of the Reporting Person.