Darin Feinstein - Jan 23, 2024 Form 4/A Insider Report for Core Scientific, Inc./tx (CORZ)

Signature
/s/ Todd DuChene, as Attorney-in-Fact
Stock symbol
CORZ
Transactions as of
Jan 23, 2024
Transactions value $
$0
Form type
4/A
Date filed
2/16/2024, 04:21 PM
Date Of Original Report
Jan 25, 2024
Previous filing
Jun 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CORZ Common Stock, par value $0.0001 per share Disposed to Issuer -30.5M -100% 0 Jan 23, 2024 Direct F1, F2, F3
transaction CORZ Common Stock, par value $0.0001 per share Disposed to Issuer -320K -100% 0 Jan 23, 2024 See footnote F1, F2, F3, F7
transaction CORZ Common Stock, par value $0.0001 per share Disposed to Issuer -974K -100% 0 Jan 23, 2024 See footnote F1, F2, F3, F8
transaction CORZ Common Stock, par value $0.00001 per share Award +3.05M 3.05M Jan 23, 2024 Direct F2, F3
transaction CORZ Common Stock, par value $0.00001 per share Award +854K +28% 3.9M Jan 23, 2024 Direct F4
transaction CORZ Common Stock, par value $0.00001 per share Award +32K 32K Jan 23, 2024 See footnote F2, F3, F7
transaction CORZ Common Stock, par value $0.00001 per share Award +97.4K 97.4K Jan 23, 2024 See footnote F2, F3, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CORZ Tranche 1 Warrants Award +7.72M 7.72M Jan 23, 2024 Common Stock, par value $0.00001 per share 7.72M $6.81 Direct F2, F3, F5, F6
transaction CORZ Tranche 1 Warrants Award +81K 81K Jan 23, 2024 Common Stock, par value $0.00001 per share 81K $6.81 See footnote F2, F3, F5, F6, F7
transaction CORZ Tranche 1 Warrants Award +247K 247K Jan 23, 2024 Common Stock, par value $0.00001 per share 247K $6.81 See footnote F2, F3, F5, F6, F8
transaction CORZ Tranche 2 Warrants Award +6.43M 6.43M Jan 23, 2024 Common Stock, par value $0.00001 per share 6.43M $0.01 Direct F2, F3, F5, F6
transaction CORZ Tranche 2 Warrants Award +67.5K 67.5K Jan 23, 2024 Common Stock, par value $0.00001 per share 67.5K $0.01 See footnote F2, F3, F5, F6, F7
transaction CORZ Tranche 2 Warrants Award +206K 206K Jan 23, 2024 Common Stock, par value $0.00001 per share 206K $0.01 See footnote F2, F3, F5, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Darin Feinstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 21, 2022, Core Scientific, Inc. (the "Issuer") and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On January 16, 2024, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the "Plan"), dated as of January 15, 2024. On January 23, 2024 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.
F2 On the Effective Date, pursuant to the terms of the Plan, the Issuer's common stock outstanding immediately before the Effective Date, par value $0.0001 per share (the "Old Common Stock"), was canceled and is of no further force or effect, and in exchange all holders of Old Common Stock and unvested restricted stock units ("RSUs") received new common stock, par value $0.00001 per share at an exchange ratio of 10:1 (the "New Common Stock") representing, in the aggregate, approximately 21% of the shares of the reorganized Issuer (subject to dilution by awards issuable under a new management incentive plan and shares of New Common Stock issuable upon conversion or exercise of certain secured convertible notes, warrants, contingent value rights and settlement shares issued as part of the reorganization),
F3 (Continued from footnote 2) and, for each share of Old Common Stock, 0.253244 Tranche 1 Warrants and 0.211037 Tranche 2 Warrants (each as defined below). The receipt of the New Common Stock, Tranche 1 Warrants and Tranche 2 Warrants in exchange for Old Common Stock and unvested RSUs was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.
F4 In accordance with the Plan, holders of the Issuer's Old Common Stock as of November 16, 2023 were granted the right to participate in a rights offering (the "Rights Offering") for the purchase, on a pro rata basis, of up to $55 million of New Common Stock to be issued pursuant to the Plan. In addition, certain members of the Issuer's board of directors and management, including the Reporting Person, committed to purchase a portion of any New Common Stock not otherwise subscribed for in the Rights Offering pursuant to a backstop commitment letter (the "Backstop Commitment Letter"). The Reporting Person purchased 796,672 shares of New Common Stock pursuant to the Rights Offering. The Reporting Person did not purchase any New Common Stock under the Backstop Commitment Letter, but received a commitment premium of 56,905 shares of New Common Stock as consideration for entering into the Backstop Commitment Letter.
F5 On the Effective Date, pursuant to the terms of the Plan, the Issuer entered into a warrant agreement dated as of January 23, 2024, (the "Warrant Agreement") among the Company and Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company. Pursuant to the Warrant Agreement, the Issuer was authorized to issue (i) an aggregate of 98,381,418 warrants, each exercisable for one share of New Common Stock (the "Tranche 1 Warrants") and (ii) an aggregate of 81,984,644 warrants, each exercisable for one share of New Common Stock (the "Tranche 2 Warrants"). Each whole Tranche 1 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $6.81 per share (the "Tranche 1 Exercise Price").
F6 (Continued from footnote 5) Each whole Tranche 2 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $0.01 per share at any time following the time the volume weighted average price per share of New Common Stock equals or exceeds $8.72 per share on each trading day for 20 consecutive trading days (the "TEV Triggering Event"). The Tranche 1 Exercise Price and the price per share used to determine a TEV Triggering Event are subject to certain adjustments as set forth in the Warrant Agreement.
F7 The securities are held by Red Moon 88, LLC, which the Reporting Person serves as its managing member.
F8 The securities are held by Texas Blockchain 888, LLC, which the Reporting Person serves as its managing member.

Remarks:

This Amendment to the Form 4 originally filed with the SEC on January 25, 2024, is being made solely to correct the number of securities acquired and held by the reporting person by giving effect to a 10:1 share exchange ratio of Old Common Stock and unvested RSUs for New Common Stock and warrants pursuant to the Plan.