Form: 4

Statement of changes in beneficial ownership of securities

July 7, 2022

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*
LEVITT MICHAEL J
(Last) (First) (Middle)
C/O CORE SCIENTIFIC, INC.
106 EAST 6TH STREET, SUITE 900-145
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Core Scientific, Inc./tx [ CORZ ] 		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)
06/13/2022
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 06/13/2022 A 13,441,284(1) A $0.00 13,652,138 D
Common Stock 06/13/2022 A 4,880,466(2) A $0.00 18,532,604 D
Common Stock 07/05/2022 F 1,238,126(3) D $1.71 17,294,478 D
Common Stock 41,470 I See footnote(4)
Common Stock 869,110 I See footnote(5)
Common Stock 869,110 I See footnote(6)
Common Stock 3,835,368 I See footnote(7)
Common Stock 10,629,668 I See footnote(8)
Common Stock 800,210 I See footnote(9)
Common Stock 3,199,414 I See footnote(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a restricted stock unit ("RSU") grant. This RSU grant previously was subject to milestone and time vesting. On June 13, 2022, the board of directors of the Issuer removed the milestone requirement. The shares vested or will vest in 4 equal annual installments commencing on July 2, 2022, provided that the Reporting Person continues to provide service to the Issuer on each vesting date.
2. Represents a restricted stock unit ("RSU") grant. This RSU grant previously was subject to milestone and time vesting. On June 13, 2022, the board of directors of the Issuer removed the milestone requirement. The shares will vest in 4 equal annual installments commencing on January 19, 2023, provided that the Reporting Person continues to provide service to the Issuer on each vesting date.
3. Represents shares withheld to satisfy withholding tax obligations upon the vesting of RSUs.
4. The securities are held by HKM Investments, LLC, which the Reporting Person serves as its managing member.
5. The shares are held by Michael J. Levitt, Christopher B. Harrison, and Nadine Bernecker Levitt as Co-Trustees of the MJL 2012 Younger Children Trust, modified as of March 21, 2021, which the Reporting Person serves as a trustee.
6. The shares are held by Michael J. Levitt and Christopher B. Harrison as Co-Trustees of the MJL 2012 Older Children Trust, modified as of March 21, 2021, which the Reporting Person serves as a trustee.
7. The shares are held by Michael J. Levitt and Nadine Bernecker Levitt as Co-Trustees of the CS 1219 Trust, dated April 13, 2017, which the Reporting Person serves as a trustee.
8. The shares are held by Michael J. Levitt, as Trustee of the MJL Revocable Trust, modified as of June 18, 2021, which the Reporting Person serves as a trustee.
9. The shares are held by Nadine Bernecker Levitt as Trustee of the NBL Revocable Trust, modified as of June 18, 2021, which the Reporting Person serves as a trustee.
10. The securities are held by MJL Blockchain LLC, which the Reporting Person serves as its managing member.
Remarks:
/s/ Elijah D. Jenkins, Attorney-in-Fact 07/07/2022
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.