SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Pascual Bryan J. (Last) (First) (Middle) 53 PALMERAS STREET SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERAWULF INC. [ WULF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.001 par value per share	03/15/2022		J(1)		3,542,021	D	$0.00(1)	14,180,411	I	By LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)(4)	03/15/2022		P		2,500		(3)(4)	(3)(4)	Common Stock	250,000	$1,000	2,500	I	By Trust(5)

1. Name and Address of Reporting Person* Pascual Bryan J. (Last) (First) (Middle) 53 PALMERAS STREET SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bayshore Capital LLC (Last) (First) (Middle) 53 PALMERAS STREET SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

	/s/ Bryan J. Pascual	03/17/2022
	/s/ Bryan J. Pascual, as Trustee for the BJP Revocable Trust, as sole member of Bayshore Capital LLC	03/17/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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