Gregory A. Beard - Mar 11, 2025 Form 4 Insider Report for Stronghold Digital Mining, Inc. (SDIG)

Signature
/s/ Matthew Usdin, Attorney-in-Fact for Gregory A. Beard
Stock symbol
SDIG
Transactions as of
Mar 11, 2025
Transactions value $
$0
Form type
4
Date filed
3/18/2025, 06:34 PM
Previous filing
Jan 14, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SDIG Class A common stock, par value $0.0001 Award $0 +500K +165.5% $0.00 802K Mar 11, 2025 Direct F1
transaction SDIG Class A common stock, par value $0.0001 Disposed to Issuer -802K -100% 0 Mar 14, 2025 Direct F2, F3, F4, F5
transaction SDIG Class V common stock, par value $0.0001 Disposed to Issuer -2.41M -100% 0 Mar 14, 2025 By Q Power LLC F2, F3, F4, F5
transaction SDIG Class A common stock, par value $0.0001 Award +2.41M +167066.67% 2.41M Mar 14, 2025 By Q Power LLC F2, F3, F4, F5
transaction SDIG Class A common stock, par value $0.0001 Disposed to Issuer -2.41M -100% 0 Mar 14, 2025 By Q Power LLC F2, F3, F4, F5

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 SDIG Warrants to purchase Class A common stock, par value $0.0001 Disposed to Issuer -100K -100% 0 Mar 14, 2025 Class A common stock, par value $0.0001 100K $11.00 Direct F2, F3, F4, F5
transaction SDIG Warrants to purchase Class A common stock, par value $0.0001 Disposed to Issuer -60.2K -100% 0 Mar 14, 2025 Class A common stock, par value $0.0001 60.2K $10.10 Direct F2, F3, F4, F5
transaction SDIG Stronghold Digital Mining Holdings LLC Units Disposed to Issuer -2.41M -100% 0 Mar 14, 2025 Class A common stock, par value $0.0001 2.41M By Q Power LLC F1, F2, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gregory A. Beard is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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
F3 (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
F4 (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.
F5 On March 13, 2025, the last trading day prior to the Effective Time, the closing price of one Bitfarms common share was $1.09.
F6 Exercisable
F7 N/A