Megan M. Brooks Form 4 Riot Blockchain / Megan M. Brooks ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brooks Megan M.

(Last)

(First)

(Middle)

C/O RIOT BLOCKCHAIN, INC.

3855 AMBROSIA STREET, STE 301

(Street)

CASTLE ROCK

80109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Riot Blockchain, Inc. [ RIOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
[See Remarks]

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2022		M		1,500	A	$0.00⁽¹⁾	152,162⁽²⁾	D
Common Stock	07/13/2022		F		450⁽³⁾	D	$4.91	151,712⁽²⁾	D
Common Stock	07/13/2022		M		1,500	A	$0.00⁽¹⁾	153,212⁽²⁾	D
Common Stock	07/13/2022		F		450⁽³⁾	D	$4.91	152,762⁽²⁾	D
Common Stock	07/13/2022		M		25,000	A	$0.00⁽¹⁾	177,762⁽²⁾	D
Common Stock	07/13/2022		F		7,500⁽³⁾	D	$4.91	170,262⁽²⁾	D
Common Stock	07/13/2022		M		13,333⁽⁴⁾	A	$0.00⁽¹⁾	183,595⁽²⁾	D
Common Stock	07/13/2022		F		3,999⁽³⁾	D	$4.91	179,596⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽¹⁾	07/13/2022		M			1,500	⁽⁵⁾	⁽⁵⁾	Common Stock	1,500	$0.00	26,500⁽²⁾	D
Restricted Stock Units	$0.00⁽¹⁾	07/13/2022		M			1,500	⁽⁶⁾	⁽⁶⁾	Common Stock	1,500	$0.00	25,000⁽²⁾	D
Restricted Stock Units	$0.00⁽¹⁾	07/13/2022		M			25,000	⁽⁷⁾	⁽⁷⁾	Common Stock	25,000	$0.00	0⁽²⁾	D

Explanation of Responses:

1. Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Equity Plan") each service-based restricted stock unit ("RSUs") 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") following vesting and settlement by the Issuer. Under the Equity Plan, the Issuer may elect to satisfy any tax withholding obligations due in connection with the conversion of vested RSUs and PSUs via net settlement of the vested award by withholding shares of Common Stock to cover the tax due, as permitted under the Equity Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee").

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

3. Represents net settlement for taxes due in connection with the conversion reported on the foregoing line of this report.

4. Represents the vesting and settlement by the Issuer of 13,333 PSUs, representing the vested portion of the PSUs awarded to the Reporting Person on August 12, 2021 under the performance incentive plan adopted by the Committee under the Equity Plan (the "Performance Plan"). These PSUs vested and became eligible to be settled in shares of Common Stock as of July 13, 2022 upon the Committee's certification of the Issuer's achievement, as of June 30, 2022, of certain performance milestones specified by the Committee under the Performance Plan.

5. This conversion represents the settlement by the Issuer following vesting of 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021, which were eligible to vest in four approximately equal quarterly installments following the grant date, subject to the terms of the Equity Plan and the applicable award agreement.

6. This conversion represents the settlement by the Issuer following vesting of the remaining 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021. Pursuant to the separation and release agreement, dated as of March 21, 2022, between the Reporting person and the Issuer (the "Separation Agreement"), the vesting of these 1,500 RSUs was accelerated to the end of the transition services period specified under the Separation Agreement, as permitted under the Equity Plan and approved by the Committee.

7. This conversion represents the settlement by the Issuer following vesting of the remaining third of the 75,000 RSUs granted under the Equity Plan to the Reporting Person on March 21, 2022, as compensation for services performed under the Separation Agreement.

Remarks:

Effective as of April 7, 2022, the Reporting Person resigned as the Issuer's Chief Operating Officer and from all other positions with the Issuer pursuant to the Separation Agreement; however, as part of the Separation Agreement, RSUs and PSUs granted to the Reporting Person under the Plan are eligible to continue vesting through the Transition Period specified in the Separation Agreement.

	/s/ Megan M. Brooks	07/15/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Megan M. Brooks Form 4Riot Blockchain / Megan M. Brooks ownership change