Chief Financial Officer Mohmand Mohammad Saidal Lavanway converted options into 94,166 shares and covered exercise/tax liability with 22,930 shares, increasing direct ownership by 40% to 251,530 units (SEC Form 4)
$APLD
Finance: Consumer Services
Finance
| 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
Applied Digital Corp. [ APLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/04/2025 | M | 81,666 | A | (1) | 261,960 | D | |||
| Common Stock | 04/04/2025 | F | 19,886(2) | D | $4.92 | 242,074 | D | |||
| Common Stock | 04/04/2025 | M | 12,500 | A | (3) | 254,574 | D | |||
| Common Stock | 04/04/2025 | F | 3,044(2) | D | $4.92 | 251,530 | D | |||
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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 | ||||||||
| Restricted Stock Unit | (1) | 04/04/2025 | M | 81,666 | (1) | (1) | Common Stock | 81,666 | $0 | 408,334 | D | ||||
| Restricted Stock Unit | (1) | 04/04/2025 | M | 12,500 | (3) | (3) | Common Stock | 12,500 | $0 | 25,000 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") granted on October 17, 2024 represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Issuer") on a one-for-one basis. The RSUs have no expiration date and vest as follows: 81,666 on April 4, 2025, 81,667 on each of October 4, 2025 and April 4, 2026, 81,666 on October 4, 2026, and 81,667 on each of April 4, 2027 and October 4, 2027, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. |
| 2. Represents the withholding of shares of common stock of the Issuer for tax purposes in connection with the vesting of RSUs previously granted, which does not constitute an actual sale or other open market transaction. |
| 3. RSUs granted on April 4, 2023 represent a contingent right to receive shares of common stock of the Issuer on a one-for-one basis. The RSUs have no expiration date and vest as follows: 25,000 on April 4, 2024 and 12,500 on each of October 4, 2024, April 4, 2025, October 4, 2025 and April 4, 2026, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. |
| /s/ Mark Chavez as Attorney-in-Fact | 04/08/2025 | |
| ** 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. | ||