March 14, 2025 · Form 4 insider transaction
Weber Ryan M sold 56,778 shares of SDIG, a transaction worth N/A. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 4 days after the transaction.
Represents securities of Stronghold Digital Mining, Inc. ("Stronghold") disposed of pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger (the "initial merger agreement"), dated August 21, 2024, by and among Stronghold, Bitfarms Ltd. ("Bitfarms"), Backbone Mining Solutions LLC, an indirect, wholly-owned subsidiary of Bitfarms ("BMS") and HPC & AI Megacorp, Inc., a direct, wholly-owned subsidiary of BMS ("Merger Sub"), which was amended by amendment no. 1 thereto dated as of September 12, 2024 ("amendment no. 1," and together with the initial merger agreement, the "Merger Agreement"). At the Effective Time (as defined in the Merger Agreement), Stronghold merged with and into Merger Sub with Stronghold continuing as the surviving corporation, and (i) each share of Stronghold Class A common stock, par value $0.0001 per share ("Class A common stock"), issued and outstanding immediately prior to the Effective Time was converted into the right to; Includes 31,778 shares of Class A common stock (including 18,443 shares of Class A common stock underlying Stronghold RSUs that vested at the Effective Time), and 25,000 Interim Stronghold RSUs.; (continued) receive 2.52 Bitfarms common shares, no par value ("Bitfarms common shares"), with any fractional shares paid out in cash (the "Merger Consideration"), (ii) each unvested Stronghold restricted stock unit awarded on or prior to August 21, 2024 (each, a "Stronghold RSU") vested in full and was treated as a share of Class A common stock for all purposes under the Merger Agreement, including the right to receive the Merger Consideration, less any required withholding for taxes, and (iii) each unvested Stronghold restricted stock unit awarded between August 21, 2024 and the Effective Time (each, an "Interim Stronghold RSU") was assumed by Bitfarms and converted into a Bitfarms restricted stock unit on the same terms and conditions as such Interim Stronghold RSU, with the right to receive, upon vesting, 2.52 Bitfarms common shares.; On March 13, 2025, the last trading day prior to the Effective Time, the closing price of one Bitfarms common share was $1.09.