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 |
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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) 11/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 11/03/2021 | 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 |
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) | (2) | 11/01/2021 | A | 600,000 | (3) | 10/31/2031 | Common Stock | 600,000 | $0 | 600,000 | D | ||||
Restricted Stock Units(1) | (2) | 12/15/2021 | A | 69,079 | (4) | 12/15/2031 | Common Stock | 69,079 | $0 | 69,079 | D |
Explanation of Responses: |
1. On November 3, 2021 the reporting person filed a Form 4 (the "November 2021 Form 4") which reported 600,000 restricted stock units (RSUs) as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 600,000 shares of Common Stock, including those RSUs. Similarly, on January 21, 2022, the reporting person filed a Form 4 (the "January 2022 Form 4") which reported 69,079 RSUs as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 669,079 shares of Common Stock, including the RSUs reported in the November 2021 Form 4 and in the January 2022 Form 4 (together, the "Prior Form 4s"). RSUs reported in the Prior Form 4s may be settled in cash under the Plan (as defined below). The Prior Form 4s are being amended hereby to report the RSUs reported in Table I of the Prior Form 4s in Table II as Derivative Securities and to correct the reporting person's beneficial ownership of Common Stock. |
2. Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2021 Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan. |
3. All RSUs granted under this award vested at the latest on December 31, 2021. |
4. The RSUs granted under this award vest upon the Issuer achieving certain operational performance goals during a specified performance period ending June 30, 2024, subject to additional terms set forth in the Award Agreement by and between the Reporting Person and the Issuer and in the Plan. |
/s/ Nicholas Jeremy Hughes-Jones | 06/21/2022 | |
** 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. |