Sec Form 4/A Filing - HUGHES-JONES NICHOLAS JEREMY @ Mawson Infrastructure Group Inc. - 2021-11-01

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FORM 4/A
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
HUGHES-JONES NICHOLAS JEREMY
2. Issuer Name and Ticker or Trading Symbol
Mawson Infrastructure Group Inc. [ MIGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
C/O MAWSON INFRASTRUCTURE GROUP, INC., LEVEL 5, 97 PACIFIC HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2021
(Street)
NORTH SYDNEY, NSW, C32060
4. If Amendment, Date Original Filed (MM/DD/YY)
11/03/2021
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
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
Restricted Stock Units( 1 ) ( 2 ) 11/01/2021 A 600,000 ( 3 ) 10/31/2031 Common Stock 600,000 $ 0 600,000 D
Restricted Stock Units( 1 ) ( 2 ) 12/15/2021 A 69, 079 ( 4 ) 12/15/2031 Common Stock 69,079 $ 0 69,079 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUGHES-JONES NICHOLAS JEREMY
C/O MAWSON INFRASTRUCTURE GROUP, INC.
LEVEL 5, 97 PACIFIC HIGHWAY
NORTH SYDNEY, NSW, C32060
Chief Commercial Officer
Signatures
/s/ Nicholas Jeremy Hughes-Jones 06/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 3, 2021 the reporting person filed a Form 4 (the "November 2021 Form 4") which reported 600,000 restricted stock units (RSUs) as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 600,000 shares of Common Stock, including those RSUs. Similarly, on January 21, 2022, the reporting person filed a Form 4 (the "January 2022 Form 4") which reported 69,079 RSUs as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 669,079 shares of Common Stock, including the RSUs reported in the November 2021 Form 4 and in the January 2022 Form 4 (together, the "Prior Form 4s"). RSUs reported in the Prior Form 4s may be settled in cash under the Plan (as defined below). The Prior Form 4s are being amended hereby to report the RSUs reported in Table I of the Prior Form 4s in Table II as Derivative Securities and to correct the reporting person's beneficial ownership of Common Stock.
( 2 )Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2021 Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.
( 3 )All RSUs granted under this award vested at the latest on December 31, 2021.
( 4 )The RSUs granted under this award vest upon the Issuer achieving certain operational performance goals during a specified performance period ending June 30, 2024, subject to additional terms set forth in the Award Agreement by and between the Reporting Person and the Issuer and in the Plan.

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).

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