| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/15/2024 |
3. Issuer Name and Ticker or Trading Symbol
Applied Digital Corp. [ APLD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 149,033 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Restricted Stock Unit | (1) | (1) | Common Stock | 41,667 | (1) | D | |
| Restricted Stock Unit | (2) | (2) | Common Stock | 41,667 | (2) | D | |
| Restricted Stock Unit | (3) | (3) | Common Stock | 37,500 | (3) | D | |
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") granted on August 5, 2022 represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis. The RSUs have no expiration date and vest as follows: 20,833 on each of February 5, 2023 and August 5, 2023, 20,834 on February 5, 2024, 20,833 on each of August 5, 2024 and February 5, 2025, and 20,834 on August 5, 2025, subject to the Reporting Person's continued employment with the Company through the applicable vesting date. |
| 2. RSUs granted on August 5, 2022 represent a contingent right to receive shares of common stock of the Company on a one-for-one basis. The RSUs have no expiration date and vest as follows: 41,667 on August 5, 2023, 20,833 on each of February 5, 2024, August 5, 2024 and February 5, 2025, and 20,834 on August 5, 2025, subject to the Reporting Person's continued employment with the Company through the applicable vesting date. |
| 3. RSUs granted on April 4, 2023 represent a contingent right to receive shares of common stock of the Company on a one-for-one basis. The RSUs have no expiration date and vest as follows: 25,000 on April 4, 2024 and 12,500 on each of October 4, 2024, April 4, 2025, October 4, 2025 and April 4, 2026, subject to the Reporting Person's continued employment with the Company through the applicable vesting date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ David Rench as Attorney-in-Fact | 10/21/2024 | |
| ** 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). | ||
| 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. | ||
