TERAWULF INC. — Director's Dealing 2022

Oct 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERAWULF INC. (WULF)
CIK: 0001083301
Period of Report: 2022-10-06

Reporting Person: Prager Paul B. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-06	Common stock, $0.001 par value per share	A	1388889	—	Acquired	1388889	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-06	Warrants to Purchase Common Stock	$1.93	A	1388889	Acquired	2027-10-06	Common Stock (1388889)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.001 par value per share	26124121	Indirect
Common stock, $0.001 par value per share	8510638	Indirect
Common stock, $0.001 par value per share	654706	Indirect
Common stock, $0.001 par value per share	375000	Indirect

Footnotes

F1: Represents the purchase from the Issuer of 1,388,889 units of the Issuer ("Units"), with each Unit consisting of one share of common stock, $0.001 par value per share, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $1,750,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such 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 Exchange Act, or for any other purpose

F3: By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such 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 Exchange Act, or for any other purpose.

F4: By Somerset Operating Company, LLC ("Somerset"). The Reporting Person is the sole manager of Somerset and, as a result, may be deemed to beneficially own the shares of Common Stock held by Somerset. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

F5: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such 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 Exchange Act, or for any other purpose.

F6: By Heorot Power Holdings LLC ("Heorot"). The Reporting Person is the sole manager of Heorot and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such 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 Exchange Act, or for any other purpose.