Core Scientific, Inc./tx — Director's Dealing 2021

Feb 10, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Power & Digital Infrastructure Acquisition Corp. (XPDI)
CIK: 0001839341
Period of Report: 2021-02-09

Reporting Person: XPDI Sponsor LLC (10% Owner)
Reporting Person: Energy & Power Transition Partners, LLC (10% Owner)
Reporting Person: XMS XPDI Sponsor Holdings LLC (10% Owner)
Reporting Person: EILERS PATRICK C (10% Owner)
Reporting Person: Brombach Theodore J (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock	$		Class A common stock (8505000)		Direct

Footnotes

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-252355) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2: The shares of Class B common stock beneficially owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

F3: This Form 3 is being filed by XPDI Sponsor LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Energy & Power Transition Partners, LLC ("EPTP") and XMS XPDI Sponsor Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of EPTP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3.