Sec Form 3 Filing - Prusak Matthew @ Hut 8 Corp. - 2023-11-30

Insider filing report for Changes in Beneficial Ownership
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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
Prusak Matthew
2. Issuer Name and Ticker or Trading Symbol
Hut 8 Corp. [ HUT]
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 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 5,372 ( 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 11/30/2023( 3 ) 07/29/2031 Common stock, par value $0.01 per share 319,010 ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prusak Matthew
C/O HUT 8 CORP.
1101 BRICKELL AVENUE, SUITE 1500
MIAMI, FL33131
Chief Commercial Officer
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 "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 USBTC Options were originally issued by USBTC on July 30, 2021.
( 3 )The shares vested fully in connection with the consummation of the Business Combination.

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