Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Mawson Infrastructure Group Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
57778N307 (CUSIP Number) |
Rahul Mewawalla C/O Mawson Infrastructure Group Inc., 950 Railroad Avenue Midland, PA, 15059 (412) 515-0896 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Rahul Mewawalla | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,262,481.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person's shares consist of (i) 2,862,481 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Mawson Infrastructure Group Inc. (the "Issuer") held directly by the Reporting Person and (ii) 1,400,000 shares of Common Stock issuable upon the exercise of stock options.(2) All ownership percentages in this schedule are calculated based on 18,792,360 shares of Common Stock outstanding as set forth in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Mawson Infrastructure Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
950 Railr
oad Avenue, Midland,
PENNSYLVANIA
, 15059. |
| Item 2. | Identity and Background |
| (a) | Rahul Mewawalla |
| (b) | C/O Mawson Infrastructure Group Inc., 950 Railroad Avenue, Midland, Pennsylvania 15059. (412) 515-0896. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended by adding the following paragraph to the end of such item:On March 4, 2024, the Reporting Person was granted an award of 1,587,302 restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan (the "Plan"). The RSUs vested on March 31, 2025 in accordance with the Plan, and the Reporting Person received 953,589 shares of Common Stock after settlement of the RSUs and 633,713 shares of Common Stock withheld for taxes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows:The Reporting Person beneficially owns an aggregate of 4,262,481 shares of Common Stock, which represents 22.7% of the outstanding shares of Common Stock |
| (b) | 18,792,360 shares of Common Stock of the Issuer outstanding as set forth in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2025 (the "Form 10-K").The Reporting Person has the sole power to vote and to dispose of or direct the disposition of all shares of Common Stock beneficially owned by the Reporting Person. |
| (c) | On February 26, 2025, the Reporting Person was granted 1,235,030 RSUs under the Issuer's 2024 Omnibus Equity Incentive Plan. One hundred percent (100%) of the RSUs vested on February 26, 2025 and will settle on August 5, 2025. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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