Chief Executive Officer Beard Gregory A returned 3,209,310 shares to the company, returned 2,405,760 units of Class V common stock to the company and was granted 2,905,760 shares, closing all direct ownership in the company (SEC Form 4)
$SDIG
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Stronghold Digital Mining, Inc. [ SDIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock, par value $0.0001 | 03/11/2025 | A | 500,000(1) | A | $0 | 802,110 | D | |||
| Class A common stock, par value $0.0001 | 03/14/2025 | D | 802,110(2)(3)(4) | D | (2)(3)(4)(5) | 0 | D | |||
| Class V common stock, par value $0.0001 | 03/14/2025 | D | 2,405,760(2)(3)(4) | D | (2)(3)(4)(5) | 0 | I | By Q Power LLC | ||
| Class A common stock, par value $0.0001 | 03/14/2025 | A | 2,405,760(2)(3)(4) | A | (2)(3)(4)(5) | 2,407,200 | I | By Q Power LLC | ||
| Class A common stock, par value $0.0001 | 03/14/2025 | D | 2,407,200(2)(3)(4) | D | (2)(3)(4)(5) | 0 | I | By Q Power LLC | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Class A common stock, par value $0.0001 | $11 | 03/14/2025 | D | 100,000 | (2)(3)(4) | 10/21/2028 | Class A common stock, par value $0.0001 | 100,000 | (2)(3)(4)(5) | 0 | D | ||||
| Warrants to purchase Class A common stock, par value $0.0001 | $10.1 | 03/14/2025 | D | 60,241 | (2)(3)(4) | 04/20/2028 | Class A common stock, par value $0.0001 | 60,241 | (2)(3)(4)(5) | 0 | D | ||||
| Stronghold Digital Mining Holdings LLC Units | (1) | 03/14/2025 | D | 2,405,760 | (6) | (7) | Class A common stock, par value $0.0001 | 2,405,760 | (2)(3)(4)(5) | 0 | I | By Q Power LLC | |||
| Explanation of Responses: |
| 1. Restricted stock units of Stronghold Digital Mining, Inc. ("Stronghold") granted pursuant to Stronghold's Amended and Restated 2021 Long Term Incentive Plan which vest quarterly over 18 months. |
| 2. Represents securities of Stronghold disposed of pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger (the "initial merger agreement"), dated August 21, 2024, by and among Stronghold, Bitfarms Ltd. ("Bitfarms"), Backbone Mining Solutions LLC, an indirect, wholly-owned subsidiary of Bitfarms ("BMS") and HPC & AI Megacorp, Inc., a direct, wholly-owned subsidiary of BMS ("Merger Sub"), which was amended by amendment no. 1 thereto dated as of September 12, 2024 ("amendment no. 1," and together with the initial merger agreement, the "Merger Agreement"). Immediately prior to the Effective Time (as defined in the Merger Agreement), pursuant to the terms of the Merger Agreement, Stronghold required each member of Stronghold Digital Mining Holdings LLC ("HoldCo") to effect an exchange of all outstanding limited liability company units in HoldCo ("HoldCo Units") held by such member together |
| 3. (continued) with the surrender for cancellation of a corresponding number of shares of Stronghold Class V common stock, par value $0.0001 per share, for shares of Stronghold Class A common stock, par value $0.0001 per share ("Class A common stock"). At the Effective Time, Stronghold merged with and into Merger Sub with Stronghold continuing as the surviving corporation, and (i) each share of Class A common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.52 Bitfarms common shares, no par value ("Bitfarms common shares"), with any fractional shares paid out in cash, (ii) each unvested Stronghold restricted stock unit awarded between August 21, 2024 and the Effective Time (each, an "Interim Stronghold RSU") was assumed by Bitfarms and converted into a Bitfarms restricted stock unit on the same terms and conditions as such Interim Stronghold RSU, with the right to receive, upon vesting, 2.52 Bitfarms common shares, and |
| 4. (continued) (iii) Bitfarms and the reporting person entered into a Warrant Cancellation Agreement, dated March 14, 2025 (the "Warrant Cancellation Agreement"), pursuant to which 160,241 Stronghold warrants held by the reporting person will be cancelled upon delivery by Bitfarms of Bitfarms common shares having a value equal to $1,713,085.22 in consideration of the reporting person's severance and warrant cancellation. The common shares having value equal to $1,713,085.22 are expected to be delivered to the reporting person upon the completion of a six month consulting agreement. Pursuant to the terms of the Warrant Cancellation Agreement, the reporting person may not exercise any rights pursuant to the Stronghold warrants he holds pending delivery of the Bitfarms common shares, including any conversion, voting or dispositive rights. |
| 5. On March 13, 2025, the last trading day prior to the Effective Time, the closing price of one Bitfarms common share was $1.09. |
| 6. Exercisable |
| 7. N/A |
| /s/ Matthew Usdin, Attorney-in-Fact for Gregory A. Beard | 03/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||