3//SEC Filing
Q Power LLC 3
Accession 0000899243-21-040689
CIK 0001856028other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 9:31 PM ET
Size
14.4 KB
Accession
0000899243-21-040689
Insider Transaction Report
Form 3
Q Power LLC
10% Owner
Holdings
- 9,395,000(indirect: By LLC)
Class V common stock
- (indirect: By LLC)
Stronghold Digital Mining Holdings LLC Units
→ Class A common stock, par value $0.0001 (9,395,000 underlying) - 5,000(indirect: By LLC)
Class A common stock
Footnotes (4)
- [F1]Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in column 2 would be adjusted to 14,400.
- [F2]Gregory A. Beard and William B. Spence are the managing members of Q Power LLC and, as such, may be deemed to have beneficial ownership over such shares held by Q Power LLC. Each person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
- [F3]Each share of Class V common stock has no economic right but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each common unit ("Common Unit") of Stronghold Digital Mining Holdings, LLC ("Stronghold LLC") may be coupled with a share of Class V common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Limited Liability Company Agreement of Stronghold LLC (as amended and restated, the "Stronghold LLC Agreement"), newly issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Stronghold LLC Agreement for each Common Unit redeemed. The Common Units do not expire.
- [F4]Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in Table I, column 2 and Table II, column 3 swould be adjusted to 27,057,600.
Issuer
Stronghold Digital Mining, Inc.
CIK 0001856028
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001886630
Filing Metadata
- Form type
- 3
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 9:31 PM ET
- Size
- 14.4 KB