Sec Form 4 Filing - Schultz S. Matthew @ CLEANSPARK, INC. - 2020-10-26

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 Schultz S. Matthew 2. Issuer Name and Ticker or Trading Symbol CLEANSPARK, INC. [ CLSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 1185 SOUTH 1800 WEST, SUITE 3 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2020 (Street) WOODS CROSS, UT84087 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 10/26/2020 A 60,000 ( 1 ) A 605,996 ( 2 ) D Common Stock 10/26/2020 A 55,000 ( 3 ) A 660,996 ( 2 ) 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 (Right to Buy) $ 9 10/26/2020 A 20,000 ( 4 ) 10/26/2020 10/25/2023 Common Stock 20,000 $ 0 20,000 D Stock Option (Right to Buy) $ 9 10/26/2020 A 24,000 ( 5 ) 10/25/2023 Common Stock 24,000 $ 0 24,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schultz S. Matthew 1185 SOUTH 1800 WEST SUITE 3 WOODS CROSS, UT84087 X Executive Chairman Signatures /s/ S. Matthew Schultz 10/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 26, 2020, the compensation committee of the board of directors of the issuer approved an issuance of 60,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan as a bonus for fiscal year 2020. The shares were valued at the closing traded price of the Company's common stock on October 26, 2020 of $8.07 per share. ( 2 )In addition to the stock grants disclosed on this Form 4, this includes 480,000 shares of common stock held in the S M Schultz IRRV TR to which Mr. Schultz is the beneficial owner, 25,000 shares of common stock held in his name and 40,996 shares of common stock held by his spouse. ( 3 )On October 26, 2020, the compensation committee of the board of directors of the issuer approved an issuance of 55,000 shares of restricted common stock to Mr. Schultz under the issuer's equity incentive plan which shares vest pursuant to certain corporate milestones of the issuer for fiscal year 2021. The shares were valued at the closing traded price of the Company's common stock on October 26, 2020 of $8.07 per share. ( 4 )On October 26, 2020, the compensation committee of the board of directors of the issuer approved the grant of an option to purchase 20,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan as a bonus for fiscal year 2020 ended September 30, 2020. The options were fully vested on grant and were granted at an exercise price of $9.00 per share. ( 5 )On October 26, 2020, the compensation committee of the board of directors of the issuer approved the grant of an option to purchase 24,000 shares of common stock to Mr. Schultz under the issuer's equity incentive plan which options vest pursuant to certain corporate milestones of the issuer for fiscal year 2021. The options were granted with an exercise price of $9.00 per share.

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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