Riot Platforms, Inc. — Director's Dealing 2022

Apr 15, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Blockchain, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2022-04-13

Reporting Person: Brooks Megan M. ([See Remarks])

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-13	Restricted Stock Units	$0.00	A	20000	Acquired		Common Stock (20000)	Direct

Footnotes

F1: Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") the Reporting Person was granted performance-based restricted stock unit ("PSUs") as of August 12, 2021, which are eligible to vest contingent upon the Issuer's achievement of certain performance criteria during the performance period ending on December 31, 2023. Each 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: Pursuant to the separation and release agreement entered into between the Reporting person and the Issuer, dated as of March 21, 2022, (the "Separation Agreement") the Issuer agreed that, notwithstanding her resignation and separation from service, effective as of April 7, 2022, the Reporting Person would receive credit for any PSUs that vest in connection with the Issuer's achievement of performance criteria through the period ending March 31, 2022, as subsequently certified by the Committee. Therefore, upon the Committee's determination on April 13, 2022 that the Issuer had achieved, as of March 31, 2022, the corresponding performance criteria, 20,000 of the PSUs issued to the Reporting Person became vested under the Plan.

F3: Upon vesting, the Issuer records PSUs as Restricted Stock Units, which are eligible to be settled by the Issuer in shares of its Common Stock on a one-for-one basis, subject to any net settlement for taxes, as permitted under the Plan and as approved by the Committee. Accordingly, the award of 20,000 Restricted Stock Units reported on this Form 4 represents the vesting of 20,000 PSUs awarded to the Reporting Person on August 12, 2021.

F4: Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.