SEC FORM 4/A

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

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

1. Name and Address of Reporting Person^*

Manning James Edward

(Last)

(First)

(Middle)

C/O MAWSON INFRASTRUCTURE GROUP, INC.

LEVEL 5, 97 PACIFIC HIGHWAY

(Street)

NORTH SYDNEY, NSW

2060

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/03/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽²⁾	11/01/2021		A		600,000		⁽³⁾	10/31/2031	Common Stock	600,000	$0	600,000	D
Restricted Stock Units⁽¹⁾	⁽²⁾	12/15/2021		A		142,796		⁽⁴⁾	12/15/2031	Common Stock	142,796	$0	142,796	D

Explanation of Responses:

1. On November 3, 2021 reporting person filed a Form 4 ("November 2021 Form 4") reporting 600,000 restricted stock units (RSUs) as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 695,148 shares of Common Stock, including those RSUs (amended to 609,515 in a Form 4a filed on January 21 2022). On January 21, 2022 the reporting person filed a Form 4 ("January 2022 Form 4") reporting 142,796 RSUs as Common Stock in Table I and that the reporting person beneficially owned an aggregate of 752,311 shares of Common Stock, including both the RSUs reported in the November 2021 Form 4 and in the January 2022 Form 4 (together, "Prior Form 4s"). RSUs reported in the Prior Forms 4s may be settled in cash under the Plan (defined below). The Prior Form 4s are amended hereby to report the RSUs reported in Table I of the Prior Form 4s in Table II as Derivative Securities to correct the reporting person's beneficial ownership of Common Stock.

2. Each RSU is issued under and subject to the terms of the Mawson Infrastructure Group Inc. 2021 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 thereof, at the discretion of the Plan administrator.

3. All RSUs granted under this award vested at the latest on December 31, 2021.

4. The RSUs granted under this award vest upon the Issuer achieving certain operational performance goals during a specified performance period ending June 30, 2024, subject to additional terms set forth in the Award Agreement by and between the Reporting Person and the Issuer and in the Plan.

	/s/ James Edward Manning	06/21/2022
	** 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).
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