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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * OKAMOTO MERRICK D 2. Issuer Name and Ticker or Trading Symbol MARATHON DIGITAL HOLDINGS, INC. [ MARA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O MARATHON PATENT GROUP, INC., 1180 N. TOWNE CENTER DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
3/31/2021
(Street)
LAS VEGAS, NV 89144
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock (3) 3/31/2021    C    339200 (5) A $48.02  4163859  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
RSUs  $0 (1) 3/31/2021    D        454941    (2)(4)  (2) Common  454941  $48.02  0  D   

Explanation of Responses:
(1)  Vested restricted stock units ("RSUs") granted under the Marathon Patent Group, Inc. 2018 Equity Incentive Plan (the "Plan") convert into shares of the Issuer's Common Stock on a one-for-one basis upon settlement by the Issuer in accordance with the procedures of the Plan.
(2)  On the date in column 3, in connection with the Reporting Person's service as a director of the Corporation, the Reporting Person was granted an award as stated in those rows denoted as "A" in column 4, which immediately vested in those rows denoted as "D" in column 4.
(3)  Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the issuance reported by this Form 4.
(4)  Immediate vesting.
(5)  Amount in column (4) is net of shares sold for tax purposes.

Remarks:
Merrick Okamoto, CEO was awarded was awarded a special bonus of 1,000,000 RSUs with immediate vesting. He was also granted the following: award of 1,000,000 RSUs when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $500,000,000; award of 1,000,000 RSUs priced when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $750,000,000; partial award of 1,452,608 RSUs priced at lowest closing stock price in past 30 trading days when the company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $1,000,000,000 (another 547,392 RSUs to be granted when the Company obtains shareholder approval to increase its 2018 Equity Incentive Plan) and is also owed 2,000,000 RSUs when the Company's market capitalization reached and sustained a market capitalization for 30 consecutive days above $2,000,000,000, so that a total of 2,547,392 RSUS are owed to Mr. Okamoto immediately upon an increase in the number of shares issuable under the Company's Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OKAMOTO MERRICK D
C/O MARATHON PATENT GROUP, INC.
1180 N. TOWNE CENTER DRIVE, SUITE 100
LAS VEGAS, NV 89144
X
Chief Executive Officer

Signatures
/s/ Merrick Okamoto 4/16/2021
**Signature of Reporting Person Date