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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Prager Paul B.
(Last) (First) (Middle)
C/O TERAWULF INC.
9 FEDERAL STREET
(Street)
EASTON MD 21601
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 10/20/2023 J 3,000,000 D (1) 1,736,371 I By Allin Wulf LLC(2)
Common stock, $0.001 par value per share 10/20/2023 J 513,484 A (3) 513,484 D
Common stock, $0.001 par value per share 10/20/2023 J 513,484 D (4) 0 D
Common stock, $0.001 par value per share 2,921,026 I By Beowulf Electricity & Data Inc.(5)
Common stock, $0.001 par value per share 525,000 I By Heorot Power Holdings LLC(6)
Common stock, $0.001 par value per share 10,638 I By Somerset Operating Company, LLC(7)
Common stock, $0.001 par value per share 20,568,267 I By Stammtisch Investments LLC(8)
Common stock, $0.001 par value per share 654,706 I By Lucky Liefern LLC(9)
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
Warrants $0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 (3) 141,726 D
Warrants $0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 (10) 0 D
Warrants $0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 (10) 141,726 I By Allin WULF LLC
Warrants $1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 (3) 441,163 D
Warrants $1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 (11) 0 D
Warrants $1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 (11) 441,163 I By Allin WULF LLC
Explanation of Responses:
1. 3,000,000 shares of common stock, par value $0.01 per share ("Common Stock") were contributed to Somerset Goods and Services Trust for no consideration.
2. 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.
3. NovaWulf Digital Private Fund LLC distributed warrants and shares of Common Stock to its members, including the Reporting Person.
4. 513,484 shares of Common Stock were contributed to Somerset Goods and Services Trust for no consideration.
5. The shares were issued to Beowulf Electricity & Data Inc. ("Beowulf E&D") as incentive equity compensation pursuant to that certain Administrative and Infrastructure Services Agreement, dated as of April 27, 2021 and as amended on March 29, 2023, between Beowulf E&D and the issuer. The Reporting Person is the sole shareholder of Beowulf E&D and, as a result, may be deemed to beneficially own the shares of Common Stock held by Beowulf E&D. 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.
6. 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
7. 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.
8. 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 Common Stock held by Stammtisch. 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.
9. 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.
10. This transaction involved the Reporting Person's contribution of 141,726 penny warrants to Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the penny warrants held by Allin. The Reporting Person disclaims beneficial ownership of such penny warrants except to the extent of his pecuniary interest therein, and the inclusion of such penny warrants in this report shall not be deemed an admission of beneficial ownership of all of the reported penny warrants for purposes of Section 16 of the Exchange Act, or for any other purpose.
11. This transaction involved the Reporting Person's contribution of 441,163 dollar warrants to Allin. The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the dollar warrants held by Allin. The Reporting Person disclaims beneficial ownership of such dollar warrants except to the extent of his pecuniary interest therein, and the inclusion of such dollar warrants in this report shall not be deemed an admission of beneficial ownership of all of the reported penny warrants for purposes of Section 16 of the Exchange Act, or for any other purpose.
Remarks:
/s/ Paul B. Prager 10/24/2023
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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