| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Mawson Infrastructure Group Inc. [ MIGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/10/2022 | ||||||||||||||||||||||||||
| 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 | 08/11/2022 | C | 7,862 | A | $0 | 7,862 | D | |||
| 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 Units | (1) | 08/11/2022 | C | 7,862 | (1) | 06/20/2032 | Common stock | 7,862 | $0 | 7,863 | D | ||||
| Restricted Stock Units | (2) | 08/10/2022 | J(3) | 3,932 | (4) | 06/20/2032 | Common stock | 3,932 | $0 | 3,931(5) | D | ||||
| Restricted Stock Units | (6) | 08/10/2022 | J(3) | 14,803 | (4) | 06/15/2031 | Common stock | 14,803 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 08/10/2022 | J(3) | 26,209 | (4) | 06/20/2032 | Common stock | 26,209 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Conversion of Restricted Stock Units (RSUs), which were reported in the Form 4 filed on June 22, 2022, to common stock. These RSUs represent the equal instalments which vested on March 31, 2022 (exercisable April 1, 2022), and June 30, 2022 (exercisable July 1, 2022). |
| 2. These RSUs were reported in the Form 4 filed on June 22, 2022, and are the RSUs that were to vest at the end of the last quarter of 2022. |
| 3. Forfeiture on exit. |
| 4. Once vested, these RSUs would have been exercisable up until their Expiration Date, had they not been forfeited. |
| 5. These remaining RSUs would have been forfeited on the exit of the Reporting Person, however the Administrator exercised its discretion to cause these remaining RSUs not to be forfeited on exit as the Reporting Person had served most of the vesting period, and as an acknowledgment of the Reporting Person's contribution. |
| 6. These RSUs were reported in the Form 4 filed on January 21, 2022, and in the Form 4/A filed on June 21, 2022. |
| 7. These RSUs were reported in the Form 4 filed on June 22, 2022. |
| Remarks: |
| This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving in the role as the Company's Chief Financial Officer, effective on and from August 10, 2022, and therefore is no longer subject to Section 16 reporting. |
| /s/ Hetal Majithia | 08/11/2022 | |
| ** 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 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. | ||
