SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ONEAL E STANLEY

(Last)

(First)

(Middle)

C/O HUT 8 CORP.

1101 BRICKELL AVENUE, SUITE 1500

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2023

3. Issuer Name and Ticker or Trading Symbol
Hut 8 Corp. [ HUT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	211,039	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option(2) (right to buy)	⁽³⁾	07/29/2031	Common stock, par value $0.01 per share	81,935⁽²⁾⁽³⁾	$0.39	D
Stock Option(4) (right to buy)	⁽⁵⁾	01/04/2033	Common stock, par value $0.01 per share	163,870⁽⁴⁾⁽⁵⁾	$0.39	D

Explanation of Responses:

1. These shares represent the Reporting Person's pecuniary interest in the shares of Hut 8 Corp. (the "Company") Common Stock, par value $0.01 per share ("Common Stock"), owned by JHS Bitcoin Mining LLC ("JHS"). The Reporting Person does not currently maintain voting or dispositive power over the shares held by JHS. However, the shares included herein represent the Reporting Person's passive investment in JHS and his respective pecuniary interest in such shares.

2. Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "2021 USBTC Options") held by the Reporting Person to purchase shares of common stock of U.S. Data Mining Group, Inc., a Nevada corporation ("USBTC") prior to the consummation of the Business Combination by and among the Company, USBTC and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia ("Hut 8") on November 30, 2023. The 2021 USBTC Options were originally issued by USBTC on July 30, 2021.

3. The shares vest over a four-year period which began on March 18, 2021, with 20,483 shares that vested on March 18, 2022 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.

4. Represents options to purchase the Company's Common Stock issued to the Reporting Person in replacement of the options (the "2023 USBTC Options") held by the Reporting Person to purchase shares of common stock of USBTC prior to the consummation of the Business Combination on November 30, 2023. The 2023 USBTC Options were originally issued by USBTC on January 5, 2023.

5. The shares vest over a four-year period which began on January 5, 2023, with 40,967 shares vesting on January 5, 2024 and the remaining shares vesting pro-rata on a monthly basis over the remaining three-year period.

	/s/ Asher Genoot, Attorney-in-Fact	12/05/2023
	** 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 5 (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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