Riot Platforms, Inc. — Director's Dealing 2021

Dec 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Blockchain, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2021-12-03

Reporting Person: Les Jason (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-06	Common Stock	G	3000	$0.00	Disposed	234777	Indirect
2021-12-07	Common Stock	M	50000	$0.00	Acquired	284777	Indirect
2021-12-07	Common Stock	F	25000	$28.64	Disposed	259777	Indirect
2021-12-07	Common Stock	M	12500	$0.00	Acquired	272277	Indirect
2021-12-07	Common Stock	F	6250	$28.64	Disposed	266027	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-03	Restricted Stock Units	$0.00	A	8333	Acquired		Common Stock (8333)	Direct
2021-12-07	Restricted Stock Units	$0.00	M	50000	Disposed		Common Stock (50000)	Direct
2021-12-07	Restricted Stock Units	$0.00	M	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: The reported disposition represents a bona fide gift made by the Reporting Person to a charitable organization.

F2: Represents the total direct and indirect ownership of the indicated security held by the Reporting Person immediately following the reported transaction.

F3: Shares held of record in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021.

F4: Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") each time-based restricted stock unit ("RSU") 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") 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.

F5: Represents net settlement in connection with the conversion of 50,000 vested PSUs and 12,500 vested RSUs, as permitted under the Plan and approved by the Committee.

F6: On December 3, 2021, the Committee determined that, as of the end of the third fiscal quarter of 2021, the performance criteria for 8,333 PSUs had been achieved and, therefore, 8,333 PSUs became vested and eligible to be settled by the Issuer in accordance with the Plan. The PSUs were issued to the Reporting Person under the Plan pursuant to the Performance Restricted Stock Unit Award Agreement, dated as of August 12, 2021, between the Issuer and the Reporting Person (the "Award Agreement"), as approved by the Committee.

F7: The conversion of 50,000 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the Reporting Person pursuant to the Award Agreement, which vested upon the Committee's determination that performance criteria corresponding to 50,000 of the PSUs granted to the Reporting Person had been achieved.

F8: The conversion of 12,500 RSUs reported in Table II represents the settling of the vested portion of the 25,000 RSUs awarded to the Reporting Person by the Issuer on February 8, 2021, pursuant to the terms of the executive employment agreement between the Issuer and the Reporting Person, dated effective as of the grant date, which are eligible to vest in four equal quarterly installments following the grant date.