Sec Form 4 Filing - Brooks Megan M. @ Riot Blockchain, Inc. - 2022-07-13

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 Brooks Megan M. 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) [See Remarks] (Last) (First) (Middle) C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, STE 301 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2022 (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 07/13/2022 M 1,500 A $ 0( 1 ) 152,162( 2 ) D Common Stock 07/13/2022 F 450( 3 ) D $ 4.91 151,712( 2 ) D Common Stock 07/13/2022 M 1,500 A $ 0( 1 ) 153,212( 2 ) D Common Stock 07/13/2022 F 450( 3 ) D $ 4.91 152,762( 2 ) D Common Stock 07/13/2022 M 25,000 A $ 0( 1 ) 177,762( 2 ) D Common Stock 07/13/2022 F 7,500( 3 ) D $ 4.91 170,262( 2 ) D Common Stock 07/13/2022 M 13,333( 4 ) A $ 0( 1 ) 183,595( 2 ) D Common Stock 07/13/2022 F 3,999( 3 ) D $ 4.91 179,596( 2 ) 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( 1 ) 07/13/2022 M 1,500 ( 5 ) ( 5 ) Common Stock 1,500 $ 0 26,500( 2 ) D Restricted Stock Units $ 0( 1 ) 07/13/2022 M 1,500 ( 6 ) ( 6 ) Common Stock 1,500 $ 0 25,000( 2 ) D Restricted Stock Units $ 0( 1 ) 07/13/2022 M 25,000 ( 7 ) ( 7 ) Common Stock 25,000 $ 0 0( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brooks Megan M. C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STREET, STE 301 CASTLE ROCK, CO80109 [See Remarks] Signatures /s/ Megan M. Brooks 07/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Equity Plan") each service-based restricted stock unit ("RSUs") 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") following vesting and settlement by the Issuer. Under the Equity Plan, the Issuer may elect to satisfy any tax withholding obligations due in connection with the conversion of vested RSUs and PSUs via net settlement of the vested award by withholding shares of Common Stock to cover the tax due, as permitted under the Equity Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"). ( 2 )Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction. ( 3 )Represents net settlement for taxes due in connection with the conversion reported on the foregoing line of this report. ( 4 )Represents the vesting and settlement by the Issuer of 13,333 PSUs, representing the vested portion of the PSUs awarded to the Reporting Person on August 12, 2021 under the performance incentive plan adopted by the Committee under the Equity Plan (the "Performance Plan"). These PSUs vested and became eligible to be settled in shares of Common Stock as of July 13, 2022 upon the Committee's certification of the Issuer's achievement, as of June 30, 2022, of certain performance milestones specified by the Committee under the Performance Plan. ( 5 )This conversion represents the settlement by the Issuer following vesting of 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021, which were eligible to vest in four approximately equal quarterly installments following the grant date, subject to the terms of the Equity Plan and the applicable award agreement. ( 6 )This conversion represents the settlement by the Issuer following vesting of the remaining 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021. Pursuant to the separation and release agreement, dated as of March 21, 2022, between the Reporting person and the Issuer (the "Separation Agreement"), the vesting of these 1,500 RSUs was accelerated to the end of the transition services period specified under the Separation Agreement, as permitted under the Equity Plan and approved by the Committee. ( 7 )This conversion represents the settlement by the Issuer following vesting of the remaining third of the 75,000 RSUs granted under the Equity Plan to the Reporting Person on March 21, 2022, as compensation for services performed under the Separation Agreement.

Remarks: Effective as of April 7, 2022, the Reporting Person resigned as the Issuer's Chief Operating Officer and from all other positions with the Issuer pursuant to the Separation Agreement; however, as part of the Separation Agreement, RSUs and PSUs granted to the Reporting Person under the Plan are eligible to continue vesting through the Transition Period specified in the Separation 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).

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