Riot Platforms, Inc. — Director's Dealing 2022

Feb 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Blockchain, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2022-02-17

Reporting Person: Brooks Megan M. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-17	Common Stock	M	40000	$0.00	Acquired	109462	Direct
2022-02-17	Common Stock	F	12000	$19.73	Disposed	97462	Direct
2022-02-17	Common Stock	M	3000	$0.00	Acquired	100462	Direct
2022-02-17	Common Stock	F	900	$19.73	Disposed	99562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-17	Restricted Stock Units	$0.00	M	40000	Disposed		Common Stock (40000)	Direct
2022-02-17	Restricted Stock Units	$0.00	M	3000	Disposed		Common Stock (3000)	Direct

Footnotes

F1: Vested Restricted Stock Units ("RSUs") awarded to the Reporting Person as compensation under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") are convertible into shares of the Issuer's common stock, no par value per share, ("Common Stock") on a one-for-one basis, subject to any net settlement permitted under the Plan, upon settlement by the Issuer in accordance with the procedures of the Plan.

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

F3: Represents net settlement in connection with the conversion of vested RSUs into shares of the Issuer's Common Stock based on the price per share of the Issuer's Common Stock as of the conversion, as permitted under the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee").

F4: Represents the settlement by the Issuer of 40,000 vested performance-based RSUs, which vested upon the Committee's certification of the Issuer's achievement of certain of the performance objectives detailed in the August 12, 2021 performance-based equity award agreement between the Reporting Person and the Issuer.

F5: Represents the settlement by the Issuer the vested portion of the 6,000 time-based RSUs granted to the Reporting Person under the Plan on April 6, 2021, pursuant to the Reporting Person's Executive Employment Agreement with the Issuer, which vested in equal quarterly intervals following the grant date, and the 6,000 time-based RSUs granted to the Reporting Person on November 11, 2021 pursuant to an amendment to the Reporting Person's Executive Employment Agreement with the Issuer.