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).

1. Name and Address of Reporting Person^*

Khan Nazar M.

(Last)

(First)

(Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON

26101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer + CTO

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2024

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)
Common stock, $0.001 par value per share	07/09/2024		M		400,000	A	⁽¹⁾	14,158,684	D
Common stock, $0.001 par value per share	07/09/2024		D		221,200	D	⁽²⁾	13,937,484	D
Common stock, $0.001 par value per share								4,019,787	I	By Various Trusts⁽³⁾
Common stock, $0.001 par value per share								901,809	I	By Yaqeen I Trust⁽⁴⁾
Common stock, $0.001 par value per share								7,269,019	I	By Lake Harriet Holdings LLC⁽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 (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	⁽⁶⁾	07/09/2024		M			400,000	⁽⁷⁾	⁽⁷⁾	Common stock, $0.001 par value per share	400,000	⁽⁷⁾	400,000	D

Explanation of Responses:

1. The Reporting Person received restricted stock units which vested in accordance with their terms upon the first six month anniversary of January 9, 2024, as reflected in this Form 4, subject to the Reporting Person's continued employment or service with the Issuer through such date.

2. The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement with regard to the vesting of restricted stock units, which vested on July 9, 2024, as reflected in this Form 4.

3. By various trusts. The Reporting Person may be deemed to beneficially own the shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock") held by such trusts. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

4. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

5. By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

7. The restricted stock units vested upon the first six month anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date. The remaining restricted stock units will vest upon the second six month anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.

Remarks:

	/s/ Nazar M. Khan	07/11/2024
	** 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).
** 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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