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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/4/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1144879 |
| Issuer Name: Applied Digital Corp. |
| Issuer Trading Symbol: APLD |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1391935 |
| | Owner Name: Cummins Wes |
| Reporting Owner Address: |
| | Owner Street 1: 3811 TURTLE CREEK BOULEVARD |
| | Owner Street 2: SUITE 2100 |
| | Owner City: DALLAS |
| | Owner State: TX |
| | Owner ZIP Code: 75219 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: CEO; Chairman |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 200,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,013,877 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 49,113 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 3.27 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,964,764 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 17,590,238 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote. |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,030,686 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F5 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 200,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 200,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 400,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 250,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 250,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. |
| Footnote - F2: Includes 742,166 shares held in the Reporting Person's IRA. |
| Footnote - F3: Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person. |
| Footnote - F4: Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO. |
| Footnote - F5: Shares are held by 272 Capital, LLC, of which the Reporting Person is the President. |
| Footnote - F6: One-sixth of the RSUs will vest on each of October 4, 2024, April 4, 2025, October 4, 2025 and April 4, 2026. |
| Footnote - F7: 83,333 RSUs will vest on each August 5, 2024, and February 5, 2025 and 83,334 RSUs will vest on August 5, 2025. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ David Rench as Attorney-in-Fact |
| Signature Date: 4/8/24 |