FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Theriot Lyle Joseph 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
(Last)          (First)          (Middle)
C/O: RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STRET, STE. 301
3. Date of Earliest Transaction (MM/DD/YYYY)
7/13/2022
(Street)
CASTLE ROCK, CO 80109
(City)        (State)        (Zip)
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

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) 7/13/2022    A     12000 (2)      (2)  (2) Common Stock  12000  $0.00 (1) 28488 (3) D   

Explanation of Responses:
(1)  Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Equity Plan") each 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") upon settlement by the Issuer following vesting. PSUs are subject to vesting under the performance plan established by the Issuer's Compensation and Human Resources Committee (the "Committee") under the Equity Plan, (the "Performance Plan") in connection with the Issuer's achievement of certain performance milestones specified by the Committee during the performance period expiring on December 31, 2023.
(2)  On July 13, 2022, the Committee determined that the Issuer had achieved, as of June 30, 2022, the performance criteria corresponding to 12,000 PSUs. 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 Performance Plan and as approved by the Committee. Accordingly, the award of 12,000 Restricted Stock Units reported on this Form 4 represents the vesting of 12,000 PSUs awarded to the Reporting Person on August 12, 2021.
(3)  Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.

Remarks:
The Reporting Person is the Chief Operating Officer of Whinstone US, Inc., a wholly owned subsidiary of Riot Blockchain, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Theriot Lyle Joseph
C/O: RIOT BLOCKCHAIN, INC.
3855 AMBROSIA STRET, STE. 301
CASTLE ROCK, CO 80109


See Remarks

Signatures
/s/ Lyle Joseph Theriot 7/18/2022
**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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