Sec Form 4 Filing - Les Jason @ Riot Blockchain, Inc. - 2021-12-03

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 Les Jason 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) Chief Executive Officer (Last) (First) (Middle) C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, SUITE 401 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2021 (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 12/06/2021 G 3,000 D $ 0( 1 ) 234,777( 2 ) I See footnote( 3 ) Common Stock 12/07/2021 M 50,000 A $ 0( 4 ) 284,777( 2 ) I See footnote( 3 ) Common Stock 12/07/2021 F 25,000( 5 ) D $ 28.64 259,777( 2 ) I See footnote( 3 ) Common Stock 12/07/2021 M 12,500 A $ 0( 4 ) 272,277( 2 ) I See footntoe( 3 ) Common Stock 12/07/2021 F 6,250( 5 ) D $ 28.64 266,027( 2 ) I See footnote( 3 )

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 ) 12/03/2021 A 8,333 ( 6 ) ( 6 ) Common Stock 8,333 $ 0( 4 ) 357,367( 2 ) D Restricted Stock Units $ 0( 4 ) 12/07/2021 M 50,000 ( 7 ) ( 7 ) Common Stock 50,000 $ 0( 4 ) 307,367( 2 ) D Restricted Stock Units $ 0( 4 ) 12/07/2021 M 12,500 ( 8 ) ( 8 ) Common Stock 12,500 $ 0( 4 ) 294,867( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Les Jason C/O RIOT BLOCKCHAIN, INC. 202 6TH STREET, SUITE 401 CASTLE ROCK, CO80104 X Chief Executive Officer Signatures /s/ Jason Les 12/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported disposition represents a bona fide gift made by the Reporting Person to a charitable organization. ( 2 )Represents the total direct and indirect ownership of the indicated security held by the Reporting Person immediately following the reported transaction. ( 3 )Shares held of record in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021. ( 4 )Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") each time-based restricted stock unit ("RSU") and performance-based restricted stock unit ("PSUs") represents a contingent right to receive one share of the Issuer's common stock, no par value per share, ("Common Stock") subject to any net settlement permitted under the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"), following vesting and settlement by the Issuer. ( 5 )Represents net settlement in connection with the conversion of 50,000 vested PSUs and 12,500 vested RSUs, as permitted under the Plan and approved by the Committee. ( 6 )On December 3, 2021, the Committee determined that, as of the end of the third fiscal quarter of 2021, the performance criteria for 8,333 PSUs had been achieved and, therefore, 8,333 PSUs became vested and eligible to be settled by the Issuer in accordance with the Plan. The PSUs were issued to the Reporting Person under the Plan pursuant to the Performance Restricted Stock Unit Award Agreement, dated as of August 12, 2021, between the Issuer and the Reporting Person (the "Award Agreement"), as approved by the Committee. ( 7 )The conversion of 50,000 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the Reporting Person pursuant to the Award Agreement, which vested upon the Committee's determination that performance criteria corresponding to 50,000 of the PSUs granted to the Reporting Person had been achieved. ( 8 )The conversion of 12,500 RSUs reported in Table II represents the settling of the vested portion of the 25,000 RSUs awarded to the Reporting Person by the Issuer on February 8, 2021, pursuant to the terms of the executive employment agreement between the Issuer and the Reporting Person, dated effective as of the grant date, which are eligible to vest in four equal quarterly installments following the grant 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).

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