Statement of Changes in Beneficial Ownership (4)
19 Maio 2022 - 06:32PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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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1. Name
and Address of Reporting Person * MCGONEGAL
JEFFREY |
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)
Chief Financial Officer |
(Last)
(First)
(Middle)
C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET,
STE.301 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/17/2022
|
(Street)
CASTLE ROCK, CO 80109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
5/17/2022 |
|
M |
|
10000 |
A |
$0.00 (1) |
301513 (2) |
D |
|
Common Stock |
5/17/2022 |
|
F |
|
4100 (3) |
D |
$7.97 |
297413 (2) |
D |
|
Common Stock |
5/17/2022 |
|
M |
|
68000 |
A |
$0.00 (1) |
365413 (2) |
D |
|
Common Stock |
5/17/2022 |
|
F |
|
27880 (4) |
D |
$7.97 |
337533 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Units |
$0.00 (1) |
5/17/2022 |
|
M |
|
|
10000 |
(5) |
(5) |
Common Stock |
10000 |
$0.00 |
0 (2) |
D |
|
Resctricted Stock Units |
$0.00 (1) |
5/17/2022 |
|
M |
|
|
68000 |
(6) |
(6) |
Common Stock |
68000 |
$0.00 |
0 (2) |
D |
|
Explanation of
Responses: |
(1) |
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. |
(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 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. |
(4) |
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. |
(5) |
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. |
(6) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
MCGONEGAL JEFFREY
C/O RIOT BLOCKCHAIN, INC.
3855 AMBROSIA STREET, STE.301
CASTLE ROCK, CO 80109 |
|
|
Chief Financial Officer |
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Signatures
|
/s/ Jeffrey G. McGonegal |
|
5/19/2022 |
**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 control number. |
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