Erik S. Nelson - Aug 31, 2022 Form 5 Insider Report for BITMINE IMMERSION TECHNOLOGIES, INC. (BMNR)

Role
President, Director
Signature
/s/ Erik S Nelson
Stock symbol
BMNR
Transactions as of
Aug 31, 2022
Transactions value $
-$4,736,000
Form type
5
Date filed
8/28/2023, 02:18 PM
Previous filing
Aug 28, 2023
Next filing
Apr 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BMNR Common Stock Gift -$5M -50K -50% $100.00* 50K Jul 16, 2022 See Footnote F1
transaction BMNR Common Stock Award $110K +250K $0.44 250K Aug 23, 2022 Direct F2
transaction BMNR Common Stock Award $154K +350K +140% $0.44 600K Aug 23, 2022 Direct F2, F3

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 BMNR Class A Warrants Gift -50K -50% 50K Jul 16, 2022 Common Stock 50K $2.00 See Footnote F1, F4
transaction BMNR Class B Warrants Gift -50K -50% 50K Jul 16, 2022 Common Stock 50K $5.00 See Footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 8, 2022, the reporting person gifted 20% of Sterling Acquisitions I, Inc. to a third party for $20. On the same date, the reporting person disposed of the remainder of his interest in Sterling Acquisitions I, Inc. by gifting 20% to his spouse and 20% to each of his three children, each of which paid $20 for their interests. The reporting person's spouse has the shared power to vote or dispose of all securities owned by Sterling Acquisitions I, Inc. The reporting person remains the indirect owner of the securities owned by Sterling Acquisitions I, Inc. because he has an indirect pecuniary interest in shares owned by his spouse and children pursuant to Rule 16a-1(a)(2)(ii). The price of the company's common stock on the date the transaction occurred was $2.01 per share.
F2 Price is based upon price indicated by a recent offering of Units by the Company for $1.25 per Unit to unrelated investors, with each Unit consisting of one share of common stock, one Class C-1 Warrant and one Class C-2 Warrant.
F3 The shares are subject to forfeiture if the reporting person is not continuously employed by the company as an employee or consultant from the date of grant to January 15, 2025. Vesting may be accelerated in the event of a change in control of the Company, a termination by the reporting person of his employment for good reason or by the company without cause, or at the discretion of the board of directors. The foregoing is a summary of the vesting terms of the stock grant as set forth in a restricted stock agreement between the company and the reporting person.
F4 The Class A Warrants and the Class B Warrants are exercisable immediately.