CleanSpark (CLSK) Form 4 CLEANSPARK / S. Matthew Schultz ownership change

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^*

Schultz S. Matthew

(Last) (First) (Middle)

1185 SOUTH 1800 WEST

SUITE 3

(Street)

WOODS CROSS UT 84087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEANSPARK, INC. [ CLSK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
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	10/26/2020		A		60,000(1)	A	(1)	605,996(2)	D
Common Stock	10/26/2020		A		55,000(3)	A	(3)	660,996(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	$9	10/26/2020		A		20,000(4)		10/26/2020	10/25/2023	Common Stock	20,000	$0.00	20,000	D
Stock Option (Right to Buy)	$9	10/26/2020		A		24,000		(5)	10/25/2023	Common Stock	24,000	$0.00	24,000	D

Explanation of Responses:

1. On October 26, 2020, the compensation committee of the board of directors of the issuer approved an issuance of 60,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan as a bonus for fiscal year 2020. The shares were valued at the closing traded price of the Company's common stock on October 26, 2020 of $8.07 per share.

2. In addition to the stock grants disclosed on this Form 4, this includes 480,000 shares of common stock held in the S M Schultz IRRV TR to which Mr. Schultz is the beneficial owner, 25,000 shares of common stock held in his name and 40,996 shares of common stock held by his spouse.

3. On October 26, 2020, the compensation committee of the board of directors of the issuer approved an issuance of 55,000 shares of restricted common stock to Mr. Schultz under the issuer's equity incentive plan which shares vest pursuant to certain corporate milestones of the issuer for fiscal year 2021. The shares were valued at the closing traded price of the Company's common stock on October 26, 2020 of $8.07 per share.

4. On October 26, 2020, the compensation committee of the board of directors of the issuer approved the grant of an option to purchase 20,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan as a bonus for fiscal year 2020 ended September 30, 2020. The options were fully vested on grant and were granted at an exercise price of $9.00 per share.

5. On October 26, 2020, the compensation committee of the board of directors of the issuer approved the grant of an option to purchase 24,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan which options vest pursuant to certain corporate milestones of the issuer for fiscal year 2021. The options were granted with an exercise price of $9.00 per share.

	/s/ S. Matthew Schultz	10/28/2020
	** 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).
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