0001654954-18-001604.txt : 20180215 0001654954-18-001604.hdr.sgml : 20180215 20180215152929 ACCESSION NUMBER: 0001654954-18-001604 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180215 DATE AS OF CHANGE: 20180215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Riot Blockchain, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79102 FILM NUMBER: 18617519 BUSINESS ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: 303-794-2000 MAIL ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: Bioptix, Inc. DATE OF NAME CHANGE: 20161201 FORMER COMPANY: FORMER CONFORMED NAME: Venaxis, Inc. DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Groussman Mark CENTRAL INDEX KEY: 0001552880 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 100 S POINTE DRIVE #1405 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13G/A 1 groussman13ga_feb152018.htm SC 13G/A 13GA
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
  
SCHEDULE 13G/A
(Amendment No. 1)
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
 
RIOT BLOCKCHAIN, INC.


(Name of Issuer)

Common Stock
(Title of Class of Securities)
 
767292 105
(CUSIP Number)
 
December 31, 2017
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[  ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[  ] Rule 13d-1(d)
 

 

 
 
 

 
CUSIP No.   767292 105

 
 
 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mark Groussman
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ◻
                                                                                                                                                         (b) ◻
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER
 
OF SHARES
 
 5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
 
 6
 
SHARED VOTING POWER
 
188,888 (1)
EACH
 
REPORTING
 
 7
 
SOLE DISPOSITIVE POWER
 
0
PERSON
 
WITH
 
 8
 
SHARED DISPOSITIVE POWER
 
188,888 (1)
 
 9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
188,888 (1)
 
 10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
 
 11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.62% (based on 11,622,112 shares of common stock outstanding as of December 31, 2017)
 
 12
 
TYPE OF REPORTING PERSON*
 
IN
 
(1)
Represents (i) 131,944 shares of common stock held by Melechdavid, Inc. (“Melechdavid”), (ii) 44,444 shares of common stock underlying outstanding warrants held by Melechdavid and (iii) 12,500 shares of common stock held by Melechdavid, Inc. Retirement Plan (“Retirement Plan”). Mark Groussman is the President of Melechdavid and the trustee of Retirement Plan and in such capacities has voting and dispositive power over the securities held by such entities.
 
 
 
 

 
CUSIP No.   767292 105

 
 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Melechdavid, Inc.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                            (a) ◻
                                                                                                                                                             (b) ◻
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
 
NUMBER
 
OF SHARES
 
 5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
 
 6
 
SHARED VOTING POWER
 
176,388 (1)
 
EACH
 
REPORTING
 
 7
 
SOLE DISPOSITIVE POWER
 
0
PERSON
 
WITH
 
 8
 
SHARED DISPOSITIVE POWER
 
176,388 (1)
 
 9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
176,388 (1)
 
 10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
 11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.51% (based on 11,622,112 shares of common stock outstanding as of December 31, 2017)
 
 12
 
TYPE OF REPORTING PERSON*
 
CO
 
(1)
Represents (i) 131,944 shares of common stock held by Melechdavid and (ii) 44,444 shares of common stock underlying outstanding warrants held by Melechdavid. Mark Groussman is the President of Melechdavid and in such capacity has voting and dispositive power over the securities held by such entity.
 
 
 
 
 
 
CUSIP No.   767292 105

 
 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Melechdavid, Inc. Retirement Plan
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                            (a) ◻
                                                                                                                                                             (b) ◻
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Florida 
 
 
NUMBER
 
OF SHARES
 
 5
 
SOLE VOTING POWER
 
0
BENEFICIALLY
 
OWNED BY
 
 6
 
SHARED VOTING POWER
 
12,500 (1)
EACH
 
REPORTING
 
 7
 
SOLE DISPOSITIVE POWER
 
0
PERSON
 
WITH
 
 8
 
SHARED DISPOSITIVE POWER
 
12,500 (1)
 
 9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,500 (1)
 
 10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
 
 11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.11% (based on 11,622,112 shares of common stock outstanding as of December 31, 2017)
 
 12
 
TYPE OF REPORTING PERSON*
 
OO
 
(1)
Mark Groussman is the trustee of Retirement Plan and in such capacity has voting and dispositive power over the securities held by such entity.
 
 
 
 
 
Item 1(a).
Name of Issuer:
 
Riot Blockchain, Inc., a Nevada corporation (“Issuer”).
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
202 6th Street, Suite 401
Castle Rock, CO 80104
 
Item 2(a).
Name of Person Filing.
 
The statement is filed on behalf of Mark Groussman, Melechdavid, and Retirement Plan (together, the “Reporting Person”).
 
Item 2(b).
Address of Principal Business Office or, if None, Residence.
 
5154 La Gorce Drive, Miami Beach, FL 33140
 
Item 2(c).
Citizenship.
 
United States/Florida
 
Item 2(d).
Title of Class of Securities.
 
Common Stock, no par value.
 
Item 2(e).
CUSIP Number.
 
767292 105
 
Item 3.
Type of Person
 
Not applicable.
 
Item 4.
Ownership.
 
(a) Amount beneficially owned: 088,888 (1)
 
(b) Percent of class: 1.62% (based on 11,622,112 shares of common stock outstanding as of December 31, 2017)
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 188,888 (1)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 188,888 (1)
 
(1)
Represents (i) 131,944 shares of common stock held by Melechdavid, (ii) 44,444 shares of common stock underlying outstanding warrants held by Melechdavid and (iii) 12,500 shares of common stock held by Retirement Plan. Mark Groussman is the President of Melechdavid and the trustee of Retirement Plan and in such capacities has voting and dispositive power over the securities held by such entities.
 
Item 5. 
Ownership of Five Percent or Less of a Class.
 
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
 
 
 
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10. 
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
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.
 
 
 
 
 
 
Date: February 15, 2018
 

 
/s/ Mark Groussman
 
 
 
Mark Groussman
 
 
 
 
 
Melechdavid, Inc.
 
 
Date: February 15, 2018
 
By: 
 
/s/ Mark Groussman
 
 
 
Mark Groussman, President
 
 
 
 
Melechdavid, Inc. Retirement Plan
 
 
Date: February 15, 2018
 
By: 
 
/s/ Mark Groussman
 
 
 
Mark Groussman, Trustee