Sec Form 4 Filing - Harris Chad Everett @ Riot Blockchain, Inc. - 2022-07-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Harris Chad Everett 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) EVP, CCO (Last) (First) (Middle) C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2022 (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 07/19/2022 M 2,488 A $ 0( 1 ) 58,111( 2 ) D Common Stock 07/19/2022 F 746( 3 ) D $ 5.57 57,365( 2 ) D Common Stock 07/19/2022 M 26,000 A $ 0( 1 ) 83,365( 2 ) D Common Stock 07/19/2022 F 7,800( 3 ) D $ 5.57 75,565( 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 ) 07/19/2022 M 2,488 ( 4 ) ( 4 ) Common Stock 2,488 $ 0( 1 ) 26,000( 2 ) D Restricted Stock Units $ 0( 1 ) 07/19/2022 M 26,000 ( 5 ) ( 5 ) Common Stock 26,000 $ 0( 1 ) 0( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harris Chad Everett C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STREET, SUITE 301 CASTLE ROCK, CO80109 EVP, CCO Signatures /s/ Chad Harris 07/21/2022 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 each performance-based restricted stock units ("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 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 )The conversion of 2,488 vested RSUs reported in Table II relates to the settlement by the Issuer of the remaining unsettled portion of the 9,949 RSUs granted to the Reporting Person on May 26, 2021, which vested in four quarterly installments after the grant date. ( 5 )The conversion of 26,000 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the Reporting Person August 12, 2021 pursuant to the Reporting Person's Award Agreement, which vested upon the Committee's determination that performance criteria corresponding to the PSUs granted to the Reporting Person had been achieved.

Remarks: The Reporting Person is an Executive Vice President and Chief Commercial Officer of the Issuer and is the Chief Executive Officer of its subsidiary, Whinstone US, Inc.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.