Form 4 Riot Blockchain, Inc. For: Jan 14 Filed by: Theriot Lyle Joseph

January 18, 2022 9:42 PM EST

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

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 ^*

Theriot Lyle Joseph

(Last)

(First)

(Middle)

C/O RIOT BLOCKCHAIN, INC.

3855 AMBROSIA STREET, STE 301

(Street)

CASTLE ROCK

80109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Riot Blockchain, Inc. [ RIOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
see Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2022

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)
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)
Common Stock	01/18/2022		M		42,000	A	$ 0 ⁽¹⁾	66,482 ⁽²⁾	D
Common Stock	01/18/2022		F		12,600 ⁽³⁾	D	$ 20.68	53,882 ⁽²⁾	D
Common Stock	01/18/2022		M		2,487	A	$ 0 ⁽¹⁾	56,369 ⁽²⁾	D
Common Stock	01/18/2022		F		746 ⁽⁴⁾	D	$ 20.68	55,623 ⁽²⁾	D

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	$ 0	01/14/2022		A		36,000		⁽⁵⁾	⁽⁵⁾	Common Stock	36,000	$ 0 ⁽¹⁾	46,975 ⁽²⁾	D
Restricted Stock Units	$ 0	01/18/2022		M			42,000	⁽⁶⁾	⁽⁶⁾	Common Stock	42,000	$ 0 ⁽¹⁾	4,975 ⁽²⁾	D
Restricted Stock Unit	$ 0	01/18/2022		M			2,487	⁽⁷⁾	⁽⁷⁾	Common Stock	2,487	$ 0 ⁽¹⁾	2,488 ⁽²⁾	D

Explanation of Responses:

1. Vested restricted stock units ("RSU") and vested performance-based restricted stock units ("PSUs") awarded to the Reporting Person under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") are convertible into shares of the Issuer's common stock, no par value per share, ("Common Stock") on a one-for-one basis, subject to any net settlement for taxes permitted under the Plan, upon settlement by the Issuer in accordance with the procedures of the Plan.

2. Represents the total direct and indirect ownership of the indicated security held by the Reporting Person immediately following the reported transaction.

3. Represents shares of Common Stock withheld for taxes in connection with the settlement by the Issuer following vesting of 42,000 PSUs previously granted to the Reporting Person under the Plan.

4. Represents shares of Common Stock withheld for taxes in connection with the settlement by the Issuer following vesting of 2,487 RSUs previously granted to the Reporting Person under the Plan.

5. On August 12, 2021, the Reporting Person was granted PSUs, which are eligible to vest contingent upon the Issuer's achievement of certain performance criteria during the performance period ending on December 31, 2023. The Committee determined that, as of December 31, 2021, the performance criteria corresponding to 36,000 PSUs had been achieved. Accordingly, the 36,000 PSUs reported on this Form 4 became vested and eligible to be settled by the Issuer as restricted stock units in accordance with the Plan.

6. The conversion of 42,000 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the Reporting Person pursuant to the Award Agreement, which vested upon the Committee's determination that performance criteria corresponding to 42,000 of the PSUs granted to the Reporting Person had been achieved.

7. The conversion of 2,487 vested RSUs reported in Table II relates to the settlement by the Issuer of the remaining unsettled portion of the 2,487 RSUs granted to the Reporting Person on April 6, 2021, which vested in four quarterly installments after the grant date.

Remarks:

The Reporting Person is the Chief Operating Officer of Whinstone US, Inc., a wholly owned subsidiary of Riot Blockchain, Inc.

	/s/ Lyle Theriot	01/18/2022
	** 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.

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/18/2024

1. LVS
2. TSM
3. SPY
4. NFLX
5. CSX

6. UAL
7. ALK
8. EFX
9. TSLA
10. INFY

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 4 Riot Blockchain, Inc. For: Jan 14 Filed by: Theriot Lyle Joseph

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed