Sec Form 3 Filing - Beard Gregory A @ Stronghold Digital Mining, Inc. - 2021-10-19

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 Beard Gregory A 2. Issuer Name and Ticker or Trading Symbol Stronghold Digital Mining, Inc. [ SDIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 595 MADISON AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2021 (Street) NEW YORK, NY10022 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 Class A common stock 5,000 ( 1 ) I By Q Power LLC ( 2 ) ( 3 ) Class V common stock ( 4 ) 9,395,000 ( 5 ) I By Q Power LLC ( 2 ) ( 3 )

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 (Right to Buy) $ 26.87 ( 1 ) ( 3 )( 6 ) ( 3 ) Class A common stock, par value $0.0001 290,000 ( 7 ) D Stronghold Digital Mining Holdings LLC Units ( 4 ) ( 4 ) ( 4 ) Class A common stock, par value $0.0001 9,395,000 ( 5 ) I By Q Power LLC ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beard Gregory A 595 MADISON AVENUE, 29TH FLOOR NEW YORK, NY10022 X X Chief Executive Officer Signatures /s/ Matthew Usdin, attorney-in-fact for Gregory A. Beard 10/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in column 2 would be adjusted to 14,400. ( 2 )The reporting person is a managing member of Q Power LLC and may be deemed to be the beneficial owner of the securities held directly by Q Power LLC. ( 3 )The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose. ( 4 )Each share of Class V common stock has no economic right but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each common unit ("Common Unit") of Stronghold Digital Mining Holdings, LLC ("Stronghold LLC") may be coupled with a share of Class V common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Limited Liability Company Agreement of Stronghold LLC (as amended and restated, the "Stronghold LLC Agreement"), newly issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Stronghold LLC Agreement for each Common Unit redeemed. The Common Units do not expire. ( 5 )Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in Table I, column 2 and Table II, column 3 would be adjusted to 27,057,600. ( 6 )On September 3, 2021, the reporting person was granted a stock option to purchase 290,000 shares of restricted Class A common stock of the Issuer, which vests in 12 equal quarterly installments beginning on September 3, 2021, subject to continued service through each vesting date. Once exercised, such restricted stock cannot be sold without the approval of the board of directors of the Issuer. ( 7 )Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the number of securities underlying the option will be 835,200 at an exercise price of $9.33.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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