Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Zaccagnino Tom (Last) (First) (Middle) C/O GRIID INFRASTRUCTURE INC. 2577 DUCK CREEK ROAD (Street) CINCINNATI OH 45212 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GRIID Infrastructure Inc. [ GRDI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/30/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/30/2024		D		4,134,119	D	(1)	0	D
Common Stock	10/30/2024		D		41,010	D	(2)	0	I	By The Thomas J. Zaccagnino 2020 Irrevocable Trust(2)
Common Stock	10/30/2024		D		185,185(3)	D	(3)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were canceled pursuant to the closing of the merger contemplated under the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 26, 2024, by and among the Issuer, CleanSpark, Inc. ("CleanSpark") and Tron Merger Sub, Inc. and automatically converted into the right to receive fully paid and nonassessable shares of CleanSpark common stock pursuant to the terms of the Merger Agreement.

2. These shares were canceled pursuant to the closing of the merger contempleted under the Merger Agreement and automatically converted into the right to receive fully paid and nonassessable shares of CleanSpark common stock pursuant to the terms of the Merger Agreement. These shares were held indirectly by the Thomas J. Zaccagnino 2020 Irrevocable Trust. Mr. Zaccagnino is the grantor and trustee of such trust, with his childrent as the primary beneficiaries. As a result, Mr. Zaccagnino may deemed to beneficially own such shares.

3. Represents shares of the Issuer's common stock underlying restricted stock units ("RSU's"). Each RSU award that was outstanding immediately prior to the effective time of the merger immediately vested with respect to 100% of the shares of Issuer common stock subject to such award, which shares of Issuer common stock were automatically converted into the right to receive fully paid and nonassessable shares of CleanSpark common stock pursuant to the terms of the Merger Agreement.

	/s/ Alexander G. Fraser, Attorney-in-Fact	10/31/2024
	** 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).
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.

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