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: Brooks Megan M. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-06	Common Stock	M	39999	$0.00	Acquired	84461	Direct
2021-12-06	Common Stock	F	11999	$28.64	Acquired	72462	Direct
2021-12-06	Common Stock	M	3000	$0.00	Acquired	75462	Direct
2021-12-06	Common Stock	F	900	$28.64	Acquired	74462	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-03	Restricted Stock Units	$0.00	A	6666	Acquired		Common Stock (6666)	Direct
2021-12-06	Restricted Stock Units	$0.00	M	39999	Disposed		Common Stock (39999)	Direct
2021-12-06	Restricted Stock Units	$0.00	M	3000	Disposed		Common Stock (3000)	Direct

Footnotes

F1: Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") each time-based restricted stock unit ("RSUs") and each 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.

F2: Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the issuance reported by this Form 4.

F3: Represents net settlement in connection with the conversion of 39,999 vested PSUs and 3,000 vested RSUs into shares of the Issuer's Common Stock, as permitted by the Plan and approved by the Committee.

F4: On August 12, 2021, the Issuer and the Reporting Person entered into a Performance Restricted Stock Unit Award Agreement, (the "Award Agreement") pursuant to which the Issuer granted the Reporting Person PSUs, contingent upon the Issuer's achievement of certain performance criteria during the performance period ending on December 31, 2023. On December 3, 2021, the Committee determined that, as of the end of the third fiscal quarter of 2021, the performance criteria for 6,666 PSUs granted to the Reporting Person under the Award Agreement had been achieved. Accordingly, the issuance of 6,666 PSUs reported on this form became vested and eligible to be settled by the Issuer as restricted stock units in accordance with the Plan and the Award Agreement.

F5: The conversion of 39,999 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 39,999 of the PSUs granted to the Reporting Person had been achieved.

F6: The conversion of 3,000 vested RSUs reported in Table II relates to the settlement by the Issuer of the remaining unsettled portion of the 6,000 RSUs granted to the Reporting Person on April 6, 2021, which vested in four quarterly installments after the grant date.