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    Former Officer Maniscalco Michael converted options into 33,333 shares and covered exercise/tax liability with 9,166 shares, increasing direct ownership by 19% to 152,026 units (SEC Form 4)

    2/6/25 9:55:15 PM ET
    $APLD
    Finance: Consumer Services
    Finance
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    SEC FORM 4 SEC Form 4
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    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*
    Maniscalco Michael

    (Last) (First) (Middle)
    3811 TURTLE CREEK BOULEVARD
    SUITE 2100

    (Street)
    DALLAS TX 75219

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Applied Digital Corp. [ APLD ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    Officer (give title below) X Other (specify below)
    Former Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    01/31/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    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 01/31/2025 M 33,333 A (1) 161,192 D
    Common Stock 01/31/2025 F 9,166(2) D $7.12 152,026 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    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) 01/31/2025 M 33,333 (3) (4) Common Stock 33,333 $0 133,334 D
    Explanation of Responses:
    1. Restricted stock units ("RSUs") represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Issuer") on a one-for-one basis, cash or a combination thereof.
    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 January 31, 2024, vesting as follows: 33,333 on each of July 31, 2024 and January 31, 2025, 33,334 on July 31, 2025, 33,333 on each of January 31, 2026 and July 31, 2026, and 33,334 on January 31, 2027, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. Effective as of January 31, 2025, the Reporting Person has ceased being the Issuer's Chief Technology Officer.
    4. No expiration date.
    /s/ Michael Maniscalco 02/06/2025
    ** 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.
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