Sec Form 4 Filing - Beard Gregory A @ Stronghold Digital Mining, Inc. - 2023-04-20

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 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, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2023 (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, par value $0.0001 04/20/2023 A( 1 ) 241,555 A $ 0.62 ( 2 ) 2,986,507 D Class A common stock, par value $0.0001 04/20/2023 P( 3 ) 1,000,000 A $ 1 3,986,507 D Class A common stock, par value $0.0001 14,400 I By Q Power LLC ( 4 ) ( 5 )

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 Warrants (to purchase Class A common stock) $ 1.1 04/20/2023 P( 3 ) 1,000,000 ( 6 ) ( 6 ) Class A common stock, par value $0.0001 1,000,000 ( 3 ) 1,000,000 D Warrants (to purchase Class A common stock) $ 1.75 04/20/2023 D( 7 ) 602,409 ( 7 ) ( 7 ) ( 7 ) Class A common stock, par value $0.0001 ( 7 ) 602,409 ( 7 ) ( 7 ) 0 D Warrants (to purchase Class A common stock) $ 1.01 04/20/2023 P( 7 ) 602,409 ( 7 ) ( 7 ) ( 7 ) Class A common stock, par value $0.0001 ( 7 ) 602,409 ( 7 ) ( 7 ) 602,409 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beard Gregory A 595 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X Chief Executive Officer Signatures /s/ Matthew Usdin, attorney-in-fact for Gregory A. Beard 04/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 7, 2022, the Reporting Person agreed to separate his $600,000 annual salary to a cash salary of $58,500 per year and $541,500 in equity compensation. This award represents the equity portion of his salary from January 1, 2023 through March 31, 2023 in immediately vested shares. ( 2 )Represents the average of the 30-day volume-weighted average price of Stronghold Digital Mining, Inc.'s (the "Issuer") Class A common stock, par value $0.0001 per share ("Common Stock") for each of January, February and March 2023. ( 3 )The Reporting Person purchased 1,000,000 shares of Stronghold Digital Mining, Inc.'s (the "Issuer") Class A common stock, par value $0.0001 per share ("Common Stock") and warrants to purchase 1,000,000 shares of Common Stock, pursuant to a securities purchase agreement by and between the Reporting Person and the Issuer, dated as of April 20, 2023 (the "Securities Purchase Agreement"), as part of a private placement for an aggregate purchase price of approximately $1.0 million. ( 4 )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. ( 5 )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. ( 6 )The warrants are exercisable six months after the date of issuance and will expire five and one-half years from the date of issuance. ( 7 )The two reported transactions involved an amendment to adjust the exercise price and expiration date of warrants issued to the Reporting Person by the Issuer on September 19, 2022 (as amended, the "Amended Warrants"). The Amended Warrants will expire on April 20, 2028.

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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