Beard Gregory A 4

Accession 0001140361-25-009308

CIK 0001856028other

View on SEC.gov Company Profile

Filed

Mar 17, 8:00 PM ET

Accepted

Mar 18, 6:34 PM ET

Size

42.2 KB

Accession

0001140361-25-009308

Insider Transaction Report

Form 4

Period: 2025-03-11

Stronghold Digital Mining, Inc.SDIG

Beard Gregory A

DirectorChief Executive Officer10% Owner

Transactions

Award
Class A common stock, par value $0.0001
2025-03-11+500,000→ 802,110 total
Award
Class A common stock, par value $0.0001
2025-03-14+2,405,760→ 2,407,200 total(indirect: By LLC)
Disposition to Issuer
Class A common stock, par value $0.0001
2025-03-14−802,110→ 0 total
Disposition to Issuer
Warrants to purchase Class A common stock, par value $0.0001
2025-03-14−100,000→ 0 total
Exercise: $11.00Exp: 2028-10-21→ Class A common stock, par value $0.0001 (100,000 underlying)
Disposition to Issuer
Warrants to purchase Class A common stock, par value $0.0001
2025-03-14−60,241→ 0 total
Exercise: $10.10Exp: 2028-04-20→ Class A common stock, par value $0.0001 (60,241 underlying)
Disposition to Issuer
Class A common stock, par value $0.0001
2025-03-14−2,407,200→ 0 total(indirect: By LLC)
Disposition to Issuer
Class V common stock, par value $0.0001
2025-03-14−2,405,760→ 0 total(indirect: By LLC)
Disposition to Issuer
Stronghold Digital Mining Holdings LLC Units
2025-03-14−2,405,760→ 0 total(indirect: By LLC)
→ Class A common stock, par value $0.0001 (2,405,760 underlying)

Footnotes (7)

[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

Documents

2 files

Issuer

Stronghold Digital Mining, Inc.

CIK 0001856028

→

Entity typeother

Related Parties

filerCIK 0001478762

Filing Metadata

Form type: 4
Filed: Mar 17, 8:00 PM ET
Accepted: Mar 18, 6:34 PM ET
Size: 42.2 KB

View on SEC.gov