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).
  
 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*
Khan Nazar M.
(Last) (First) (Middle)
C/O TERAWULF INC.
9 FEDERAL STREET
(Street)
EASTON MD 26101
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer + CTO
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2024
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 06/20/2024 M 400,000 A (1) 13,801,084 D
Common stock, $0.001 par value per share 06/20/2024 D 221,200 D (2) 13,579,884 D
Common stock, $0.001 par value per share 4,019,787 I By Various Trusts(3)
Common stock, $0.001 par value per share 901,809 I By Yaqeen I Trust(4)
Common stock, $0.001 par value per share 7,269,019 I By Lake Harriet Holdings LLC(5)
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
Performance-Based Restricted Stock Units (6) 06/20/2024 M 400,000 (7) (7) Common stock, $0.001 par value per share 400,000 (1) 400,000 D
Explanation of Responses:
1. The Reporting Person received performance stock units which will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.
2. The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement with regard to the vesting of performance stock units, which vested on June 20, 2024, as reflected in this Form 4.
3. By various trusts. The Reporting Person may be deemed to beneficially own the shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), held by such trusts. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the 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 Securities Exchange of 1934, as amended, or for any other purpose.
4. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the 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 Securities Exchange of 1934, as amended, or for any other purpose.
5. By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the 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 Securities Exchange of 1934, as amended, or for any other purpose.
6. Each performance stock unit represents a contingent right to receive one share of the Common Stock.
7. The performance stock units will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.
Remarks:
/s/ Nazar M. Khan 06/24/2024
** 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.