Bitfarms Ltd — Major Shareholding Notification 2022

Feb 17, 2022

SC 13G 1 ea155579-13ggrodzki_bitfarms.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. __)*

Under the Securities Exchange Act of 1934

Bitfarms Ltd.

(Name of Issuer)

Common Shares

(Titles of Class of Securities)

09173B107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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1	NAME OF REPORTING PERSON Emiliano Grodzki
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Argentina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 9,869,772 (1)
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 9,869,772 (1)
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,869,772
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% (2)
12	TYPE OF REPORTING PERSON IN

(1) The number of shares reported as beneficially owned is as of December 31, 2021.

(2) Based on 194,805,893 Common Shares of the Issuer outstanding as of December 31, 2021.

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Item 1(a). Name of Issuer:

Bitfarms Ltd.

Item 1(b). Address of Issuer’s Principal Executive Offices:

18 King St E, Suite 902, Toronto, Ontario, M5C 1C4, Canada

Item 2(a). Name of Person Filing:

Emiliano Grodzki

Item 2(b). Address of Principal Business Office or, if none, Residence:

18 King St E, Suite 902, Toronto, Ontario, M5C 1C4, Canada

Item 2(c). Citizenship:

See response to Item 4 on the cover page.

Item 2(d). Titles of Classes of Securities:

Common Shares, no par value.

Item 2(e). CUSIP Number:

The Common Shares CUSIP Number is 09173B107.

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c). |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813). |

| (i) | ☐ | Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| --- | --- | --- |
| (j) | ☐ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __
. | | |

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ITEM 4. Ownership

(a) Amount beneficially owned:

See response to Item 9 on the cover page.

(b) Percent of class:

See response to Item 11 on the cover page.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii) Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii) Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv) Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

None.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not Applicable.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certification.

Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

/s/ Emiliano Grodzki
Emiliano Grodzki

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