| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Riot Blockchain, Inc. [ RIOT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/27/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/27/2022 | M | 87,995(1) | A | $0.00 | 94,280 | D | |||
| Common Stock | 09/27/2022 | M | 242,000(2) | A | $0.00 | 336,280 | D | |||
| Common Stock | 09/27/2022 | A | 74,294(3) | A | $0.00 | 410,574 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | $0.00(1) | 09/27/2022 | M | 87,995(1) | (1) | (1) | Common Stock | 87,995(1) | $0.00 | 242,000 | D | ||||
| Restricted Stock Units | $0.00(2) | 09/27/2022 | M | 242,000(2) | (2) | (2) | Common Stock | 242,000(2) | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The reported transactions represent the conversion of all outstanding restricted stock unit awards ("RSUs") granted to the Reporting Person under the Issuer's equity plan into equal awards of restricted shares of the Issuer's Common Stock ("RSAs"), as authorized by the Issuer's Compensation and Human Resources Committee (the "Committee"). Pursuant to the applicable RSA award agreement with the Issuer, these shares are eligible to vest, if at all, in equal quarterly tranches through April 1,2024, subject to the Reporting Person's continued service with the Issuer through vesting. |
| 2. Represents the conversion, as authorized by the Committee, of all outstanding performance-based RSUs granted to the Reporting Person under the performance-incentive plan established by the Committee under the Issuer's equity plan into an equal RSA award. The reported number of shares represents the total maximum target award allocated to the Reporting Person under the performance plan, which are eligible to vest, if at all, based on the Issuer's achievement, during the performance period ending December 31, 2023, of performance objectives established under the performance plan. Pursuant to the applicable RSA award agreement with the Issuer, the shares are subject to forfeiture until vested, and any shares remaining unvested as of the end of the performance period will be automatically forfeited without consideration. |
| 3. Represents the RSA award granted to the Reporting Person, as compensation for serving as the Issuer's Chief Financial Officer, pursuant to an RSA award agreement with the Issuer. These shares are eligible to vest, if at all, in two equal annual tranches as of June 1, 2023, and June 1, 2024, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates. |
| /s/ Alexander K. Travis, Attorney-in-Fact for Colin M. Yee | 09/29/2022 | |
| ** 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. | ||
