SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Mawson Infrastructure Group Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
57778N307 (CUSIP Number) |
Rahul Mewawalla C/O Mawson Infrastructure Group Inc.,, 950 Railroad Avenue Midland, PA, 15059 (412) 515-0896 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/22/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 57778N307 |
1 |
Name of reporting person
Rahul Mewawalla | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
4,763,064.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
(b) | Name of Issuer:
Mawson Infrastructure Group Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
950 Railroad Avenue, Midland,
PENNSYLVANIA
, 15059. | |
Item 1 Comment:
This Amendment No. 4 amends the Schedule 13D first filed with the Securities and Exchange Commission on July 3, 2024, as amended by Amendment No. 1 on November 4, 2024, Amendment No. 2 on November 4, 2024 and Amendment No. 3 on April 2, 2025 (collectively, the "Schedule 13D"), and is filed by Rahul Mewawalla (the "Reporting Person") with respect to the Common Stock, par value $0.001 per share ("Common Stock"), of Mawson Infrastructure Group Inc. (the "Issuer").
Except as amended herein, the Schedule 13D is unchanged and remains in effect. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is amended by adding the following paragraph to the end of such item:
On September 5, 2024, the Reporting Person was granted 2,500,000 Restricted Stock Units ("RSUs") under the Issuer's 2024 Omnibus Equity Incentive Plan (the "2024 Plan"). On May 22, 2025, 833,333 of the RSUs vested in accordance with the 2024 Plan, and the Reporting Person received 500,583 shares of Common Stock after settlement of the RSUs and 332,750 shares of Common Stock withheld for taxes. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5 of the Schedule 13D is amended and restated as follows:
The Reporting Person beneficially owns an aggregate of 4,763,064 shares of Common Stock, which represents 24.1% of the outstanding shares of Common Stock based upon the 19,796,912 shares of Common Stock of the Issuer outstanding as set forth in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. | |
(b) | The Reporting Person has the sole power to vote and to dispose of or direct the disposition of all shares of Common Stock beneficially owned by the Reporting Person. | |
(c) | Not applicable. | |
(d) | Not applicable. | |
(e) | Not applicable. |
SIGNATURE | |
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.
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