Sec Form 4 Filing - Les Jason @ Riot Blockchain, Inc. - 2022-02-17

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., 3855 AMBROSIA STREET, STE. 301 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2022 (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 Common Stock 02/17/2022 M 100,000 A $ 0( 1 ) 366,027( 2 ) I See Footnote( 3 ) Common Stock 02/17/2022 F 50,000( 4 ) D $ 19.73 316,027( 2 ) I See Footnote( 3 ) Common Stock 02/17/2022 M 244,867 A $ 0( 1 ) 560,894( 2 ) I See Footnote( 3 ) Common Stock 02/17/2022 F 122,433( 4 ) D $ 19.73 438,461( 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 Deri vative 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 02/17/2022 M 100,000 ( 5 ) ( 5 ) Common Stock 100,000 $ 0( 2 ) 244,867( 3 ) D Restricted Stock Units $ 0 02/17/2022 M 244,867 ( 6 ) ( 6 ) Common Stock 248,892 $ 0( 2 ) 0( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Les Jason C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STREET, STE. 301 CASTLE ROCK, CO80109 X Chief Executive Officer Signatures /s/ Jason Les 02/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vested Restricted Stock Units ("RSUs") awarded to the Reporting Person as compensation under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") are convertible into shares of the Issuer's common stock, no par value per share, ("Common Stock") on a one-for-one basis, subject to any net settlement permitted under the Plan, upon settlement by the Issuer in accordance with the procedures of the Plan. ( 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 )Represents net settlement in connection with the conversion of vested RSUs into shares of the Issuer's Common Stock based on the price per share of the Issuer's Common Stock as of the conversion, as permitted under the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"). ( 5 )Represents the settlement for taxes by the Issuer of 100,000 vested performance-based RSUs, which vested upon the Committee's certification of the Issuer's achievement of certain of the performance objectives detailed in the August 12, 2021 performance-based equity award agreement between the Reporting Person and the Issuer. ( 6 )Represents the settlement by the Issuer of the following vested time-based RSU awards granted to the Reporting Person under the Plan: (i) 288,617 RSUs granted on February 27, 2020, as compensation for the Reporting Person's service as a member of the Issuer's Board of Directors for Fiscal Years 2019 and 2020, which vested and became eligible for settlement as of February 15, 2022; (ii) 25,000 RSUs granted on February 8, 2021, pursuant to the Reporting Person's Executive Employment Agreement with the Issuer, which vested in equal quarterly intervals 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).

** 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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