Sec Form 4 Filing - Yee Colin M. @ Riot Platforms, Inc. - 2023-07-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Yee Colin M. 2. Issuer Name and Ticker or Trading Symbol Riot Platforms, Inc. [ RIOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO (Last) (First) (Middle) C/O RIOT PLATFORMS, INC., 3855 AMBROSIA STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2023 (Street) CASTLE ROCK, CO80109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) $ 0 07/13/2023 A 246,426 ( 2 ) ( 3 ) ( 3 ) Common Stock 246,426 ( 4 ) $ 0 246,426 ( 5 ) D Restricted Stock Units $ 0 07/13/2023 A 123,213 ( 6 ) ( 7 ) ( 7 ) Common Stock 123,213 ( 4 ) $ 0 369,639 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yee Colin M. C/O RIOT PLATFORMS, INC. 3855 AMBROSIA STREET, SUITE 301 CASTLE ROCK, CO80109 EVP, CFO Signatures /s/ Alexander K. Travis, Attorney-in-Fact for Colin Yee 07/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an unvested award of restricted stock units ("RSUs") of the Issuer's Common Stock, no par value per share, ("Common Stock") granted to the Reporting Person by the Issuer under its 2019 Equity Incentive Plan, as amended, (the "Equity Plan") pursuant to an equity award agreement, dated as of July 13, 2023, between the Issuer and Reporting Person (the "Award Agreement"). Subject and pursuant to the Award Agreement, vested RSUs are convertible into shares of Common Stock, on a one-for-one basis, upon settlement by the Issuer. ( 2 )Represents the maximum number of performance-based RSUs granted to the Reporting Person by the Issuer pursuant to the Long-Term Incentive Program (the "LTIP") established by the Issuer's Compensation and Human Resources Committee (the "Committee") under the Equity Plan, which are eligible to vest based on the Issuer's achievement of certain performance objectives established for it under the LTIP for the period ended December 31, 2025 (the "Performance Period"). ( 3 )Pursuant to the Award Agreement, the RSUs reported on this line are eligible to vest as of the end of the Award Term based on the Issuer's achievement of certain performance objectives established for it under the LTIP for the Performance Period, subject to the Reporting Person's continuous service with the Issuer through the Award Term. ( 4 )Each unvested RSU represents the contingent right to receive one (1) share of Common Stock upon vesting and settlement by the Issuer in accordance with its compensation practices and the Equity Plan. The actual number of shares of Common Stock to be issued to the Reporting Person will depend on the number of RSUs that vest, as well as any net settlement thereof to satisfy any tax obligations due, as permitted by the Committee. ( 5 )Represents the total number of RSUs held or beneficially owned, directly and indirectly, by the Reporting Person, following the reported transaction. ( 6 )Represents the maximum number of service-based RSUs granted to the Reporting Person by the Issuer, as of the indicated date, pursuant to the LTIP established under the Equity Plan, which are subject to vesting and restrictions, as set forth in the Award Agreement. ( 7 )Pursuant to the Award Agreement, the RSUs reported on this line are eligible to vest in three (3) approximately equal tranches as of July 1, 2024, 2025, and 2026, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.

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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