SEC FORM 4

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^*

YI SOO IL BENJAMIN

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2022

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	09/26/2022		M		3,750⁽¹⁾	A	$0.00	196,696⁽²⁾	D
Common Stock	09/26/2022		M		44,666⁽³⁾	A	$0.00	241,362⁽²⁾	D
Common Stock	09/26/2022		M		378,334⁽⁴⁾	D	$0.00	619,696⁽²⁾	D
Common Stock	09/26/2022		A		2,971,768⁽⁵⁾	D	$0.00	3,591,464⁽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	$0.00⁽¹⁾	09/26/2022		M		3,750⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	3,750⁽²⁾	$0.00	46,666⁽²⁾	D
Restricted Stock Units	$0.00⁽¹⁾	09/26/2022		M		46,666⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	46,666⁽³⁾	$0.00	0⁽²⁾	D
Restriced Stock Units	$0.00⁽¹⁾	09/26/2022		M		378,334⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	378,334⁽⁴⁾	$0.00	0⁽²⁾	D

Explanation of Responses:

1. Under the Issuer's equity plan, each restricted stock unit ("RSU") represents the right to receive, upon vesting and settlement, one share of the Issuer's Common Stock, subject to any net settlement permitted by the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"). The reported transactions represent settlement by the Issuer of 3,750 vested service-based RSUs granted to the Reporting Person as of May 24, 2021, which vested quarterly following the grant date

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

3. The reported transactions represent settlement by the Issuer of 46,666 vested performance-based RSUs granted to the Reporting Person under the performance-incentive plan adopted by the Committee under the equity plan as of August 12, 2021, which vested based on the Issuer's achievement of performance objectives corresponding to 46,666 RSUs.

4. As of September 26, 2022, the Committee authorized the conversion of all unvested RSUs granted under the Plan into unvested restricted shares of Common Stock ("Restricted Stock"), without further consideration. Accordingly, the reported transaction represents the conversion of all unvested RSUs granted to the Reporting Person under the equity plan. The 378,334 shares of Restricted Stock represent 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 achievement, during the performance period expiring as of December 31, 2023, of certain performance objectives established for the Issuer under the performance plan. Shares of Restricted Stock are subject to forfeiture until vested, and shares remaining unvested as of the end of the performance period will be automatically forfeited without consideration.

5. Represents the grant of 2,971,768 shares of Restricted Stock to the Reporting Person as compensation for serving as the Issuer's Executive Chairman. Pursuant to the applicable award agreement, 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 Soo il Benjamin Yi	09/28/2022
	** 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).
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