Sec Form 4 Filing - MCGONEGAL JEFFREY @ Riot Blockchain, Inc. - 2020-02-06

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 MCGONEGAL JEFFREY 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) Chief Executive Officer (Last) (First) (Middle) C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, SUITE 401 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2020 (Street) CASTLE ROCK, CO80104 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 Common Stock 02/06/2020 A 122,377 ( 1 ) A 161,078 ( 3 ) 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 (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 $ 0 ( 4 ) 02/07/2020 A 209,790 ( 5 ) ( 5 ) Common Stock 209,790 $ 0 370,868 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGONEGAL JEFFREY C/O RIOT BLOCKCHAIN, INC. 202 6TH STREET, SUITE 401 CASTLE ROCK, CO80104 Chief Executive Officer Signatures /s/ Jeffrey G. McGonegal 02/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was issued 122,377 shares of the Common Stock (the "Shares") of Riot Blockchain, Inc. ("Riot" or the "Issuer"), as compensation for services rendered for the year ended February 6, 2020 as Chief Executive Officer and acting Chief Financial Officer of Riot pursuant to the terms of the Executive Employment Agreement entered into by and between the Reporting Person and Riot on February 5, 2019, as previously reported by Riot on its current report on Form 8-K filed on February 11, 2019. The grant of the Shares was approved by the Board of Directors of Riot on February 6, 2020 and the Shares were issued pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan (the "Plan"). ( 2 )Compensation for services as officer. ( 3 )Represents the total direct and indirect beneficial ownership of Riot's securities held by the Reporting Person subsequent to the settlement reported by this Form 4. ( 4 )The Issuer approved the grant of 209,790 restricted stock units pursuant to the Plan to the Reporting Person as compensation for services performed for the Issuer as the Chief Executive Officer of the Issuer as detailed in the Amended and Restated Executive Employment Agreement by and between the Reporting Person and the Issuer dated as of February 7, 2020 (the "Employment Agreement"). ( 5 )The restricted stock units vest in 4 equal quarterly installments throughout the term of the Employment Agreement, subject to the terms and conditions of the Employment Agreement. Vested restricted stock units will be settled in shares of the Issuer's Common Stock on a one-for-one basis in accordance with the Plan.

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