Richard J. Shaffer Form 3 Stronghold Digital Mining / Richard J. Shaffer 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^*

Shaffer Richard J.

(Last) (First) (Middle)

595 MADISON AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2021

3. Issuer Name and Ticker or Trading Symbol
Stronghold Digital Mining, Inc. [ SDIG ]

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

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

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)

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
Stock Option (Right to Buy)	(1)	(1)	Class A common stock, par value $0.0001	42,600(2)	26.87(2)	D

Explanation of Responses:

1. On September 3, 2021, the reporting person was granted a stock option to purchase 42,600 shares of restricted Class A common stock of the Issuer, which vests in 12 equal quarterly installments beginning on May 10, 2021, subject to continued service through each vesting date. Once exercised, such restricted stock cannot be sold without the approval of the board of directors of the Issuer.

2. Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the number of securities underlying the option will be 122,688 at an exercise price of $9.33.

Remarks:

Senior Vice President- Asset Manager Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Matthew Usdin, attorney-in-fact for Richard J. Shaffer	10/19/2021
	** 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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