Sec Form 4 Filing - OKAMOTO MERRICK D @ Marathon Patent Group, Inc. - 2021-02-06

FORM 4 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 OKAMOTO MERRICK D 2. Issuer Name and Ticker or Trading Symbol Marathon Patent Group, Inc. [ MARA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MARATHON PATENT GROUP, INC., 1180 N. TOWNE CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2021 (Street) LAS VEGAS, NV89144 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 12/31/2020 C 978,570 ( 5 ) A $ 2.19 1,458,458 D Common Stock 01/19/2021 C 908,904 ( 5 ) A $ 9.31 2,367,362 D Common Stock 01/28/2021 C 897,848 ( 5 ) A $ 10.44 3,265,210 D Common Stock 02/05/2021 C 1,259,449 ( 5 ) A $ 13.59 4,524,659 D Common Stock 02/18/2021 S 700,000 D $ 48.65 3,824,659 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 Expiratio n 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 RSUs $ 0 ( 1 ) 12/31/2020 A 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 2.19 1,454,941 ( 3 ) D RSUs $ 0 ( 1 ) 12/31/2020 D 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 2.19 454,941 D RSUs $ 0 ( 1 ) 01/19/2021 A 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 9.31 1,454,941 D RSUs $ 0 ( 1 ) 01/19/2021 D 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 9.31 454,941 D RSUs $ 0 ( 1 ) 01/28/2021 A 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 10.44 1,454,941 D RSUs $ 0 ( 1 ) 01/28/2021 D 1,000,000 ( 2 )( 4 ) ( 2 ) Common 1,000,000 $ 10.44 454,941 D RSUs $ 0 ( 1 ) 02/05/2021 A 1,452,608 ( 2 )( 4 ) ( 2 ) Common 1,452,608 $ 13.55 1,907,549 D RSUs $ 0 ( 1 ) 02/05/2021 D 1,452,608 ( 2 )( 4 ) ( 2 ) Common 1,452,608 $ 13.55 454,941 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OKAMOTO MERRICK D C/O MARATHON PATENT GROUP, INC. 1180 N. TOWNE CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X Chief Executive Officer Signatures /s/ Merrick Okamoto 02/19/2021 Signature of Reporting Person Date

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.

Remarks: The four RSU grants in Table II are in conjunction with the following events: Merrick Okamoto, CEO was awarded was awarded a special bonus of 1,000,000 RSUs with immediate vesting. He was also granted the following: award of 1,000,000 RSUs when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $500,000,000; award of 1,000,000 RSUs priced when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $750,000,000; partial award of 1,452,608 RSUs priced at lowest closing stock price in past 30 trading days when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $1,000,000,000 (another 547,392 RSUs to be granted when the Company obtains shareholder approval to increase its 2018 Equity Incentive 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).

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