Jonathan R. Bates - Aug 23, 2022 Form 5 Insider Report for BITMINE IMMERSION TECHNOLOGIES, INC. (BMNR)

Signature
/s/ Jonathan R. Bates
Stock symbol
BMNR
Transactions as of
Aug 23, 2022
Transactions value $
$0
Form type
5
Date filed
11/2/2022, 05:06 PM
Previous filing
Aug 3, 2021

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 BMNR Class A Convertible Preferred Stock Award +304K 304K Aug 31, 2022 Common Stock 5.29M Owned by Innovative Digital Investors Emerging Technology, LP F1, F2, F3
transaction BMNR Class A Convertible Preferred Stock Award +150K +49.34% 454K Aug 31, 2022 Common Stock 2.61M Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Convertible Preferred Stock is convertible immediately into that number of shares equal to its stated value divided by $0.575 per share. The stated value of each share of Series A Convertible Preferred Stock is $10. The conversion price is subject to proportionate adjustment as a result of any forward or reverse split of the company's common stock, as well as certain other corporate events. The Series A Convertible Preferred Stock is perpetual.
F2 Acquired in exchange for $3,039,662 of indebtedness owed by the company.
F3 Innovative Digital Investors Emerging Technology, LP ("IDIET"), a Delaware limited partnership, has direct beneficial ownership of all the securities owned by IDIET. Innovative Digital Investors, LLC ("IDI"), a Delaware limited liability company, is the general partner of IDIET, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by IDIET, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Jonathan R. Bastes is the manager of IDI, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by IDIET and IDI., but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4 The shares were issued for services. The shares are subject to forfeiture if the reporting person is not continuously employed by the company as an employee or consultant from the date of grant to January 15, 2025. Vesting may be accelerated in the event of a change in control of the Company, a termination by the reporting person of his employment for good reason or by the company without cause, or at the discretion of the board of directors. The foregoing is a summary of the vesting terms of the stock grant as set forth in a restricted stock agreement between the company and the reporting person.