Sec Form 4 Filing - Jackman William Richard @ Riot Blockchain, Inc. - 2022-09-12

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 Jackman William Richard 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 & General Counsel (Last) (First) (Middle) C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, STE. 301 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2022 (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 09/12/2022 M 55,315 A $ 0( 1 ) 86,104( 2 ) D Common Stock 09/12/2022 F 27,657( 3 ) D $ 8.26 58,447( 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 ) 09/12/2022 M 50,000 ( 4 ) ( 4 ) Common Stock 50,000 $ 0( 1 ) 5,315( 2 )( 5 ) D Restricted Stock Units $ 0( 1 ) 09/12/2022 M 5,315 ( 6 ) ( 6 ) Common Stock 5,315 $ 0( 1 ) 0( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jackman William Richard C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STREET, STE. 301 CASTLE ROCK, CO80109 EVP & General Counsel Signatures /s/ Alexander K. Travis, Attorney-in-Fact for William Richard Jackman 09/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") each service-based restricted stock unit ("RSU") and performance-based restricted stock unit ("PSU") 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. Pursuant to the Plan, RSUs and PSUs are subject to forfeiture until vested, and are contingent on the Recipient's continued employment or service with the Issuer through vesting. ( 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 in connection with the conversion of vested RSUs and PSUs into shares of the Issuer's Common Stock noted in Table II of this report, as permitted under the Plan and approved by the Committee. ( 4 )Represents the settlement following vesting of 50,000 PSU granted, as of August 12, 2021, to the Reporting Person under the Plan, which vested upon the Committee's determination that the performance criteria corresponding to 50,000 PSUs had been achieved. ( 5 )On March 18, 2022, the reporting person filed a Form 4 which inadvertently reported that, following his conversion of vested RSUs on Table II, the number of derivative securities beneficially owned totaled 41,321. The correct number of derivative securities beneficially owned following the reported transaction were 41,315. ( 6 )Represents the settlement following vesting of the remaining balance of the 10,630 RSU granted, as of July 15, 2021, to the Reporting Person under the Plan, which were eligible to vest in four approximately 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).

** 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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