Sec Form 4 Filing - MCGONEGAL JEFFREY @ Riot Blockchain, Inc. - 2020-08-28

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) 08/28/2020 (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 08/28/2020 A 104,895 A 253,910 D Common Stock 08/28/2020 F 31,469 ( 2 ) D $ 3.23 222,441 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 ( 1 ) 08/28/2020 M 104,895 ( 3 ) ( 3 ) Common Stock 104,895 $ 0 116,895 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 09/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vested Restricted Stock Units ("RSUs") granted under the Riot Blockchain, Inc. 2019 Equity Incentive Plan (the "Plan") convert into shares of the Issuer's Common Stock, no par value, on a one-for-one basis upon settlement by the Issuer. ( 2 )Represents net settlement for taxes in connection with the settlement of 104,895 vested RSUs, as permitted under the Plan. ( 3 )Pursuant to 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"), on February 7, 2020, the Reporting Person was granted 209,790 RSUs under the Plan, which vest in four equal quarterly installments during the term of the Employment Agreement. Accordingly, after the settlement of 104,895 vested RSUs into shares of the Issuer's Common Stock, 104,895 RSUs granted to the Reporting Person by the Issuer remain outstanding and subject to the vesting schedule and the other terms and conditions of the Employment Agreement.

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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