SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wilkinson Amy Marie

(Last)

(First)

(Middle)

C/O HUT 8 CORP.

1101 BRICKELL AVENUE, SUITE 1500

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2023

3. Issuer Name and Ticker or Trading Symbol
Hut 8 Corp. [ HUT ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option(1) (right to buy)	⁽²⁾	08/14/2032	Common stock, par value $0.01 per share	81,935⁽¹⁾⁽²⁾	$0.39	D
Stock Option(3) (right to buy)	⁽⁴⁾	01/04/2033	Common stock, par value $0.01 per share	163,870⁽³⁾⁽⁴⁾	$0.39	D

Explanation of Responses:

1. Represents options to purchase Hut 8 Corp. (the "Company") Common Stock, par value $0.01 per share ("Common Stock"), issued to the Reporting Person in replacement of the options (the "2022 USBTC Options") held by the Reporting Person to purchase shares of common stock of U.S. Data Mining Group, Inc., a Nevada corporation ("USBTC") prior to the consummation of the Business Combination by and among the Company, USBTC and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia ("Hut 8") on November 30, 2023. The 2022 USBTC Options were originally issued by USBTC on August 15, 2022.

2. The shares vest over a four-year period which began on August 15, 2022, with 20,483 shares that vested on August 15, 2023 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.

3. Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "2023 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 2023 USBTC Options were originally issued by USBTC on January 5, 2023.

4. The shares vest over a four-year period which began on January 5, 2023, with 40,967 shares vesting on January 5, 2024 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.

	/s/ Asher Genoot, Attorney-in-Fact	12/05/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.