Mawson Infrastructure Group Inc. — Director's Dealing 2023

Nov 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mawson Infrastructure Group Inc. (MIGI)
CIK: 0001218683
Period of Report: 2023-11-21

Reporting Person: MEWAWALLA RAHUL (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-21	Restricted Stock Units	$	A	1587302	Acquired	2033-11-21	Common Stock (1587302)	Direct
2023-11-22	Restricted Stock Units	$	A	1482226	Acquired	2033-11-22	Common Stock (1482226)	Direct
2023-11-21	Stock Option	$0.554	A	1750000	Acquired	2033-11-21	Common Stock (1750000)	Direct

Footnotes

F1: Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2021 Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.

F2: The RSUs granted under this award vest on January 1, 2025, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.

F3: The RSUs granted under this award vest on January 1, 2024, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.

F4: The Stock Option vests in amounts and on a day where the Fair Market Value of a Share (as measured on each trading day) averaged over the preceding thirty (30) trading days ("FMV") is as follows: 500,000 Option Common Shares with an FMV of at least $0.66, 400,000 at $0.83, 300,000 at $1.25, 200,000 at $1.66, 100,000 at $2.08, 100,000 at $2.50, 100,000 at $2.90, and 50,000 at $3.30. Notwithstanding the foregoing, if the performance condition described above with respect to any portion of the Option is met prior to January 1, 2025 such portion of the Option shall vest on January 1, 2025. In addition, if the Company undergoes a change in control, all Options shall be fully and immediately accelerated.