SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MEWAWALLA RAHUL

(Last)

(First)

(Middle)

C/O MAWSON INFRASTRUCTURE GROUP, INC.

201 CLARK STREET

(Street)

SHARON

16146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mawson Infrastructure Group Inc. [ MIGI ]

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	11/21/2023		A		1,587,302		⁽²⁾	11/21/2033	Common Stock	1,587,302	$0	1,587,302	D
Restricted Stock Units	⁽¹⁾	11/22/2023		A		1,482,226		⁽³⁾	11/22/2033	Common Stock	1,482,226	$0	1,482,226	D
Stock Option	$0.554	11/21/2023		A		1,750,000		⁽⁴⁾	11/21/2033	Common Stock	1,750,000	$0	1,750,000	D

Explanation of Responses:

1. Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2021 Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.

2. The RSUs granted under this award vest on January 1, 2025, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.

3. The RSUs granted under this award vest on January 1, 2024, subject to the Reporting Person remaining employed by or otherwise providing services to the Company (or one of its Subsidiaries) through such date or as pursuant to their Employment Agreement. Once vested, the RSUs are exercisable until expiration.

4. The Stock Option vests in amounts and on a day where the Fair Market Value of a Share (as measured on each trading day) averaged over the preceding thirty (30) trading days ("FMV") is as follows: 500,000 Option Common Shares with an FMV of at least $0.66, 400,000 at $0.83, 300,000 at $1.25, 200,000 at $1.66, 100,000 at $2.08, 100,000 at $2.50, 100,000 at $2.90, and 50,000 at $3.30. Notwithstanding the foregoing, if the performance condition described above with respect to any portion of the Option is met prior to January 1, 2025 such portion of the Option shall vest on January 1, 2025. In addition, if the Company undergoes a change in control, all Options shall be fully and immediately accelerated.

	/s/ Rahul Mewawalla	11/24/2023
	** Signature of Reporting Person	Date
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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SEC Form 4 filed by Mewawalla Rahul