TERAWULF INC. — Director's Dealing 2022

Mar 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERAWULF INC. (WULF)
CIK: 0001083301
Period of Report: 2022-03-15

Reporting Person: Pascual Bryan J. (10% Owner)
Reporting Person: Bayshore Capital LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Common stock, $0.001 par value per share	J	3542021	$0.00	Disposed	14180411	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-15	Series A Convertible Preferred Stock	$	P	2500	Acquired		Common Stock (250000)	Indirect

Footnotes

F1: Represents a pro rata distribution for no additional consideration (the "Distribution") of 3,542,021 shares of common stock, $0.001 par value per share, of TeraWulf Inc. ("Common Stock") previously held by Bayshore Capital LLC ("Bayshore") to certain of its members, none of which are beneficially owned by Mr. Bryan Pascual. The Trust (defined below), of which Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary, is the controlling member of Bayshore and therefore Mr. Bryan Pascual continues to beneficially own the 14,180,411 shares of Common Stock held by Bayshore following the Distribution.

F2: Prior to the Distribution, the reported shares of Common Stock were previously directly held by Bayshore. The Trust (defined below) is the controlling member of Bayshore. Each of Bayshore and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

F3: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F4: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F5: The reported shares of Preferred Stock are held by the BJP Revocable Trust dated December 10, 2021 (the "Trust"). Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.