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
	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* MEWAWALLA RAHUL (Last) (First) (Middle) C/O MAWSON INFRASTRUCTURE GROUP, INC. 950 RAILROAD AVENUE (Street) MIDLAND PA 15059 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Mawson Infrastructure Group Inc. [ MIGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Director, CEO, President
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2024
	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

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
Restricted Stock Units	(1)	09/09/2024		A		2,500,000		(2)	09/09/2034	Common Stock	2,500,000	$0	2,500,000	D

Explanation of Responses:

1. Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.

2. The restricted stock units granted under this award vest and settle as of the following schedule: 833,333 RSUs vest and settle on May 22, 2025, 833,333 RSUs vest and settle on September 23, 2025, and 833,334 RSUs vest and settle on March 31, 2026.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Kaliste Saloom, as Attorney-in-Fact	09/09/2024
	** 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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Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned, Rahul Mewawalla, hereby constitutes and appoints Kaliste Saloom and Adam Yaeger, any of them (Each an “Attorney-in-Fact”), as the undersigned’s true and lawful attorney-in-fact, with respect to Mawson Infrastructure Group, Inc, a Delaware corporation (the “Company”), to:

 

1.

Enabling the undersigned to make electronic filings with the SEC of reports as required, by the Attorney-in-Fact under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

2.

Prepare, execute and submit to the SEC, the Company, and/or any national securities exchange on which the Company’s securities are listed, reports that the undersigned is required to file with the SEC, under Section 16 of the Exchange Act or any rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5.

 

The undersigned hereby grants to the Attorney-in-Fact such power and authority to do what is requisite and necessary to be done in connection with the foregoing, hereby ratifying and confirming all that the Attorney-in-Fact, shall lawfully do or cause to be done by authority of this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company or the Attorney-in-Fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of July 1, 2024.

 

/s/ Rahul Mewawalla
Rahul Mewawalla

 

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Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned, Rahul Mewawalla, hereby constitutes and appoints Kaliste Saloom and Adam Yaeger, any of them (Each an “Attorney-in-Fact”), as the undersigned’s true and lawful attorney-in-fact, with respect to Mawson Infrastructure Group, Inc, a Delaware corporation (the “Company”), to:

 

1.

Enabling the undersigned to make electronic filings with the SEC of reports as required, by the Attorney-in-Fact under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

2.

Prepare, execute and submit to the SEC, the Company, and/or any national securities exchange on which the Company’s securities are listed, reports that the undersigned is required to file with the SEC, under Section 16 of the Exchange Act or any rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5.

 

The undersigned hereby grants to the Attorney-in-Fact such power and authority to do what is requisite and necessary to be done in connection with the foregoing, hereby ratifying and confirming all that the Attorney-in-Fact, shall lawfully do or cause to be done by authority of this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company or the Attorney-in-Fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of July 1, 2024.

 

/s/ Rahul Mewawalla
Rahul Mewawalla

 

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