Statement of Changes in Beneficial Ownership (4)
April 20 2021 - 7:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Bradford Zachary |
2. Issuer Name and Ticker or Trading Symbol
CLEANSPARK, INC.
[
CLSK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President |
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(Last)
(First)
(Middle)
1185 SOUTH 1800 WEST, SUITE 3 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2021 |
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(Street)
WOODS CROSS, UT 84087
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 4/16/2021 | | A | | 50000 (1) | A | $0 | 270973 (2) | D | |
| Common Stock | | | | | | | | 323864 (3) | I | By ZRB Holdings Inc. |
| Common Stock | | | | | | | | 12000 (4) | I | By BlueChip Advisors LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Employee Stock Option (Right to Buy) | $23.00 | 4/16/2021 | | A | | 500000 (5) | | (5)(6) | 4/15/2026 | Common Stock | 500000 | $0 | 500000 | D | |
| Explanation of Responses: |
| (1) | Represents 50,000 restricted stock units awarded to the Reporting Person under the Issuer's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's service as an executive officer and director of the Issuer, which restricted stock units were fully vested upon issuance. |
| (2) | This includes 69,000 shares of restricted common stock issued to the Reporting Person on October 26, 2020, the vesting of which shares is subject to the achievement of certain corporate milestones of the Issuer for fiscal year 2021. |
| (3) | The Reporting Person is the sole shareholder of ZRB Holdings Inc. |
| (4) | The Reporting Person is a member of the limited liability company, BlueChip Advisors LLC, that directly owns the reported securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (5) | The Reporting Person's ability to exercise 335,000 of the 500,000 Stock Options (the "Contingent Options") reported herein is conditioned upon stockholder approval of an amendment to the Plan. If such stockholder approval is not obtained, then the Contingent Options shall be forfeited by the Reporting Person. |
| (6) | The Stock Options shall vest in 36 equal monthly installments from the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bradford Zachary
1185 SOUTH 1800 WEST
SUITE 3
WOODS CROSS, UT 84087 | X |
| CEO and President |
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Signatures
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| /s/ Zachary Bradford | | 4/20/2021 |
| **Signature of Reporting Person | Date |
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