Riot Platforms, Inc. — Director's Dealing 2022

May 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Blockchain, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2022-05-17

Reporting Person: MCGONEGAL JEFFREY (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-17	Common Stock	M	10000	$0.00	Acquired	301513	Direct
2022-05-17	Common Stock	F	4100	$7.97	Disposed	297413	Direct
2022-05-17	Common Stock	M	68000	$0.00	Acquired	365413	Direct
2022-05-17	Common Stock	F	27880	$7.97	Disposed	337533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-17	Restricted Stock Units	$0.00	M	10000	Disposed		Common Stock (10000)	Direct
2022-05-17	Resctricted Stock Units	$0.00	M	68000	Disposed		Common Stock (68000)	Direct

Footnotes

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

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

F3: Represents net settlement for taxes due in connection with the conversion of 10,000 vested RSUs into shares of the Issuer's Common Stock upon settlement by the Issuer, as permitted by the Plan and approved by the Committee.

F4: Represents net settlement for taxes due in connection with the conversion of 68,000 vested PSUs into shares of the Issuer's Common Stock upon settlement by the Issuer, as permitted by the Plan and approved by the Committee.

F5: The conversion of 10,000 RSUs reported in Table II represents the settling of the vested portion of the 20,000 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 vested in four equal quarterly installments following the grant date.

F6: The conversion of 68,000 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the reporting person on August 12, 2021 pursuant to the Award Agreement.