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Form 4 TERAWULF INC. For: Jan 30 Filed by: Khan Nazar M.

February 1, 2023 9:03 PM EST
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 *
Khan Nazar M.

(Last) (First) (Middle)
C/O TERAWULF INC.
9 FEDERAL STREET

(Street)
EASTON MD 21601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
COO & Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2023
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
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
Warrants to Purchase Common Stock (1) 01/30/2023   A   1,190,476     (1) 12/31/2023 Common Stock 1,250,000 (1) 1,190,476 I By Lake Harriet Holdings, LLC (2)
Explanation of Responses:
1. Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.
2. By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
/s/ Nazar M. Khan 02/01/2023
** 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.


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