Statement of Ownership (sc 13g)
August 19 2022 - 9:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Marathon
Digital Holdings, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
565788106
(CUSIP
Number)
Merrick
D. Okamoto
4004
Quail Run
Flower
Mound, TX 75022
Phone:
800-804-1690
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
9, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
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).
CUSIP No. 565788106 | 13G | Page 2 of 5 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrick
D. Okamoto
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
4,964,604
|
|
6. |
|
SHARED
VOTING POWER
|
|
7. |
|
SOLE
DISPOSITIVE POWER
4,964,604
|
|
8. |
|
SHARED
DISPOSITIVE POWER
|
9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,964,604
|
10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐
|
11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.25%
|
12. |
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 565788106 | 13G | Page 3 of 5 Pages |
Item
1.
|
(a) |
Name of Issuer Marathon Digital Holdings, Inc. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices 1180 North Town Center Drive Suite 100
Las
Vegas, NV 89144 |
|
|
|
Item
2.
|
(a) |
Name of Person Filing Merrick D. Okamoto |
|
|
|
|
(b) |
Address of the Principal
Office or, if none, residence 4004 Quail Run, Flower Mount, TX 75022 |
|
|
|
|
(c) |
Citizenship U.S. |
|
|
|
|
(d) |
Title of Class of Securities Common Stock |
|
|
|
|
(e) |
CUSIP Number 565788106 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
|
Amount beneficially owned: 4,964,604 |
|
|
|
|
|
|
(b) |
|
Percent of class: 4.25% |
|
|
|
|
|
|
(c) |
|
Number of shares as to which the person
has: |
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote . 4,964,604 |
|
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote. 0 |
|
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of . 4,964,604 |
|
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of . 0 |
|
|
|
|
|
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
Instruction.
Dissolution of a group requires a response to this item.
CUSIP No. 565788106 | 13G | Page 4 of 5 Pages |
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A.
Item
8. Identification and Classification of Members of the Group.
N/A.
Item
9. Notice of Dissolution of Group.
N/A.
Item
10. Certification.
|
(a) |
The following certification
shall be included if the statement is filed pursuant to §240.13d-1(b): |
|
|
|
|
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect. |
|
|
|
|
(b) |
The following certification
shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
|
|
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 565788106 | 13G | Page 5 of 5 Pages |
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.
|
8/19/2022
Date |
|
|
|
/s/
Merrick D. Okamoto
Signature |
|
|
|
Merrick
D. Okamoto
Name/Title |
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