Sec Form 4 Filing - Spence William B. @ Stronghold Digital Mining, Inc. - 2023-06-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spence William B. 2. Issuer Name and Ticker or Trading Symbol Stronghold Digital Mining, Inc. [ SDIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COZEN O'CONNOR ONE OXFORD CENTRE, 41ST FLOOR 301 GRANT STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2023 (Street) PITTSBURGH, PA15219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A common stock 06/14/2023 S 8,975 D $ 4.21 ( 1 ) ( 2 ) 342,011 D Class A common stock 06/15/2023 S 11,992 D $ 4.0471 ( 1 ) ( 3 ) 330,019 D Class A common stock 06/16/2023 S 25,160 D $ 4.0954 ( 1 ) ( 4 ) 304,859 D Class A common stock 06/20/2023 S 29,644 D $ 3.9096 ( 1 ) ( 5 ) 275,215 D Class A common stock 06/21/2023 S 25,215 D $ 4.4927 ( 1 ) ( 6 ) 250,000 D Class A common stock 07/17/2023 C( 7 ) 250,000 A $ 0 ( 7 ) 250,000 D Class V common st ock 07/17/2023 J( 7 ) 250,000 D $ 0 ( 7 ) 389,500 I By Q Power LLC ( 8 ) ( 9 ) Class A common stock 500 ( 10 ) I By Q Power LLC ( 8 ) ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stronghold Digital Mining Holdings LLC Units ( 11 ) 07/17/2023 C( 7 ) 250,000 ( 11 ) ( 11 ) Class A common stock, par value $0.0001 250,000 ( 11 ) 389,500 I By Q Power LLC ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spence William B. C/O COZEN O'CONNOR ONE OXFORD CENTRE 41ST FLOOR 301 GRANT STREET PITTSBURGH, PA15219 X Signatures /s/ William B. Spence 09/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Column 4 for such transaction. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.05 to $4.39, inclusive. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.83 to $4.24, inclusive. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.90 to $4.50, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $4.25, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.22 to $4.77, inclusive. ( 7 )Reflects an exchange of common units ("Common Units") of Stronghold Digital Mining Holdings, LLC ("Stronghold LLC") together with the surrender and cancellation of the same number of Class V common stock for an equal number of shares of Class A common stock, pursuant to the Limited Liability Company Agreement of Stronghold LLC (as amended and restated, the "Stronghold LLC Agreement"). Transactions are exempt from Section 16(b) in reliance on Rule 16b-6(b). ( 8 )The reporting person is a managing member of Q Power LLC and may be deemed to be the beneficial owner of the securities held directly by Q Power LLC. ( 9 )The reporting 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. ( 10 )Amount of securities or price, as applicable, has been adjusted to reflect the 10:1 reverse stock split that occurred on May 16, 2023. ( 11 )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 of 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 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.

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).

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