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 CLEANSPARK, INC. [ CLSK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 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) | |||||||||||||||
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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 | ||||||||
| 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). | ||
| 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. | ||