SEC Info - Denuccio Kevin A - ‘4’ for 10/5/21 re: Marathon Digital Holdings, Inc.

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^*

DENUCCIO KEVIN A

(Last)

(First)

(Middle)

C/O MARATHON DIGITAL HOLDINGS, INC.

1180 N. TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS,

89144

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARATHON DIGITAL HOLDINGS, INC. [ MARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/5/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/25/22		C		12,632 ⁽⁵⁾	A	$18.15	84,575	D
Common Stock	5/12/22		P		15,424	A	$9.63 ⁽⁶⁾	99,999	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RSUs	$0 ⁽¹⁾	4/25/22		A			12,632	⁽²⁾ ⁽⁴⁾	⁽²⁾	Common	12,632	$18.15	12,632	D
RSUs	$0 ⁽¹⁾	4/25/22		D			12,632	⁽²⁾ ⁽⁴⁾	⁽²⁾	Common	12,632	$18.15	0 ⁽³⁾	D

Explanation of Responses:

(1) Vested restricted stock units ("RSUs") granted under the Marathon Patent Group, Inc. 2018 Equity Incentive Plan (the "Plan") convert into shares of the Issuer's Common Stock on a one-for-one basis upon settlement by the Issuer in accordance with the procedures of the Plan.

(2) On the date in column 3, in connection with the Reporting Person's service as a director of the Corporation, the Reporting Person was granted an award as stated in those rows denoted as "A" in column 4, which immediately vested in those rows denoted as "D" in column 4.

(3) Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the issuance reported by this Form 4.

(4) Immediate vesting.

(5) Amount in column (4) is net of shares sold for tax purposes.

(6) Average price of all purchases on 5/12/22.

	/s/ Kevin DeNuccio	5/15/22
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
C	Conversion of derivative security.
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
P	Open market or private purchase of non-derivative or derivative security.

Denuccio Kevin A – ‘4’ for 10/5/21 re: Marathon Digital Holdings, Inc.

On: Monday, 5/16/22, at 6:15am ET · For: 10/5/21 · Accession #: 1493152-22-13455 · File #: 1-36555

Previous ‘4’: ‘4’ on 5/12/22 for 5/10/22 · Next: ‘4’ on 8/25/22 for 8/23/22 · Latest: ‘4’ on 2/16/24 for 2/15/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Denuccio Kevin A – ‘4’ for 10/5/21 re: Marathon Digital Holdings, Inc.

On: Monday, 5/16/22, at 6:15am ET · For: 10/5/21 · Accession #: 1493152-22-13455 · File #: 1-36555

Previous ‘4’: ‘4’ on 5/12/22 for 5/10/22 · Next: ‘4’ on 8/25/22 for 8/23/22 · Latest: ‘4’ on 2/16/24 for 2/15/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents