Form 4/A Hut 8 Corp. For: Nov 30 Filed by: Genoot Asher

December 6, 2023 8:01 PM EST
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *
Genoot Asher

(Last) (First) (Middle)

MIAMI FL 33131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hut 8 Corp. [ HUT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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, par value $0.01 per share 11/30/2023   J (1)   3,308,850 A $ 0 (1) 3,308,850 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) $ 0.39 11/30/2023   A   704,449 (2)     (3) 01/04/2033 Common Stock, par value $0.01 per share 704,449 $ 0 704,449 D  
Explanation of Responses:
1. On November 30, 2023, in connection with the consummation of the business combination (the "Business Combination") by and among Hut 8 Corp. (the "Company"), U.S. Data Mining Group, Inc., a Nevada corporation ("USBTC") and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia ("Hut 8"), the Reporting Person exchanged his shares of USBTC common stock for shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at an exchange ratio of 0.6716 in accordance with the terms of the Business Combination. The acquisition of these shares pursuant to the consummation of the Business Combination were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b3(d) given the Business Combination, and the Reporting Person's receipt of the Company's shares, was approved and ratified by both the Company's board of directors and shareholders.
2. Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "USBTC Options") held by the Reporting Person to purchase shares of common stock of USBTC prior to the consummation of the Business Combination on November 30, 2023. The USBTC Options were originally issued by USBTC on January 5, 2023.
3. The shares vest over a four-year period which began on January 5, 2023, with 176,112 shares vesting on January 5, 2024 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.
On December 4, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the number of shares held by the Reporting Person in a Roth IRA
in Table I, Column 5. This Form 4/A makes the correction to report that the Reporting Person beneficially owns 3,308,850 shares of Common Stock, with
3,044,408 held individually and 264,442 held in the Reporting Person's Roth IRA.
/s/ Asher Genoot 12/06/2023
** 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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