Sec Form 3 Filing - SHATTUCK MAYO A III @ Hut 8 Corp. - 2023-11-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SHATTUCK MAYO A III 2. Issuer Name and Ticker or Trading Symbol Hut 8 Corp. [ HUT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HUT 8 CORP., 1101 BRICKELL AVENUE, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2023 (Street) MIAMI, FL33131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 54,903 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option(2) (right to buy) $ 0.39 ( 3 ) 11/14/2031 Common stock, par value $0.01 per share 81,935 ( 2 ) ( 3 ) D Stock Option(4) (right to buy) $ 0.39 ( 5 ) 01/04/2033 Common stock, par value $0.01 per share 163,870 ( 4 ) ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHATTUCK MAYO A III C/O HUT 8 CORP. 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL33131 X Signatures /s/ Asher Genoot, Attorney-in-Fact 12/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 30, 2023, in connection with the consummation of the business combination (the "Business Combination") between Hut 8 Corp. (the "Company"), U.S. Data Mining Group, Inc., a Nevada corporation ("USBTC") and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia ("Hut 8"), the Reporting Person exchanged his shares of USBTC common stock for shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at an exchange ratio of 0.6716 in accordance with the terms of the Business Combination. ( 2 )Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "2021 USBTC Options") held by the Reporting Person to purchase shares of common stock of USBTC prior to the consummation of the Business Combination on November 30, 2023. The 2021 USBTC Options were originally issued by USBTC on December 3, 2021. ( 3 )The shares vest over a four-year period which began on December 10, 2021, with 20,483 shares that vested on December 10, 2022 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period. ( 4 )Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "2023 USBTC Options") held by the Reporting Person to purchase shares of common stock of USBTC prior to the consummation of the Business Combination on November 30, 2023. The 2023 USBTC Options were originally issued by USBTC on January 5, 2023. ( 5 )The shares vest over a four-year period which began on January 5, 2023, with 40,967 shares vesting on January 5, 2024 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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