Mellinger Douglas K Form 3 MARATHON DIGITAL / DOUGLAS K MELLINGER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MELLINGER DOUGLAS K

(Last) (First) (Middle)

C/O MARATHON DIGITAL HOLDINGS, INC.

1180 N. TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2022

3. Issuer Name and Ticker or Trading Symbol
MARATHON DIGITAL HOLDINGS, INC. [ MARA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,771	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSUs	(1)	(1)	Common Stock	0(2)	20.9	D

Explanation of Responses:

1. Restricted stock units ("RSUs") vested immediately upon issuance 4/25/22.

2. 11,676 RSUs were issued on and automatically vested on 4/25/22 and 2,905 shares were sold for tax purposes resulting in ownership of 8,771 shares.

	/s/ DOUGLAS K. MELLINGER	05/05/2022
	** 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 5 (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).
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