Sec Form 4 Filing - Les Jason @ Riot Blockchain, Inc. - 2022-09-27

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) 09/27/2022 (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 09/27/2022 M 46,666( 1 ) A $ 0 485,127 I See Footnote( 2 ) Common Stock 09/27/2022 F 23,333( 3 ) D $ 6.22 461,794 I See Footnote( 2 ) Common Stock 09/27/2022 M 378,334( 4 ) A $ 0 840,128 D Common Stock 09/27/2022 A 2,971,768( 5 ) A $ 0 3,811,896 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 ) 09/27/2022 M 46,666 ( 1 ) ( 1 ) Common Stock 46,666( 1 ) $ 0( 1 ) 0 D Restricted Stock Units $ 0( 4 ) 09/27/2022 M 378,334 ( 4 ) ( 4 ) Common Stock 378,334( 4 ) $ 0( 4 ) 0 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/ Alexander K. Travis, Attorney-in-Fact for Jason Les 09/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions represent settlement by the Issuer of the vested portion of the restricted stock unit awards ("RSUs") granted to the Reporting Person as compensation under the Issuer's equity plan. Each vested RSU represents the contingent right to receive, upon settlement by the Issuer, one share of the Issuer's Common Stock, subject to any net settlement permitted by the equity plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"). ( 2 )Shares held of record in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021. ( 3 )Represents shares withheld by the Issuer in net settlement in connection with the settlement of vested RSUs, as permitted under the Issuer's equity plan and approved by the Committee. ( 4 )Represents the conversion, as authorized by the Committee, of all outstanding performance-based RSUs granted to the Reporting Person under the performance-incentive plan established by the Committee under the equity plan into awards of restricted shares of the Issuer's Common Stock ("RSAs"). The reported number of shares represents the total maximum target award allocated to the Reporting Person under the performance plan, which are eligible to vest, if at all, based on the Issuer's achievement, during the performance period ending December 31, 2023, of performance objectives established under the performance plan. Pursuant to the applicable RSA award agreement with the Issuer, these shares are subject to forfeiture until vested, and any shares remaining unvested as of the end of the performance period will be automatically forfeited without consideration. ( 5 )Represents the RSA award granted to the Reporting Person, as compensation for serving as the Issuer's Chief Executive Officer, pursuant to an RSA award agreement with the Issuer. These shares are eligible to vest, if at all, in two equal annual tranches as of June 1, 2023, and June 1, 2024, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.

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.
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