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 * D'Ambrosio Lance Varro 2. Issuer Name and Ticker or Trading Symbol Riot Blockchain, Inc. [ RIOT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, STE. 301
3. Date of Earliest Transaction (MM/DD/YYYY)
8/30/2022
(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
Common Stock  8/30/2022    M    11250  A $0.00 (1) 13750 (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) 8/30/2022    M        11250    (3)  (3) Common Stock  11250  $0.00 (1) 6250 (2) D   

Explanation of Responses:
(1)  These Restricted Stock Units ("RSUs") were granted to the Reporting Person under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") in consideration of the Reporting Person's service on the Issuer's Board of Directors, subject to the Reporting Person's continuing service with the Issuer through the applicable vesting date. RSUs granted under the Plan are subject to forfeiture until vested. Following vesting, RSUs are convertible, on a one-for-one basis, into shares of the Issuer's Common Stock upon settlement by the Issuer in accordance with the procedures of the Plan.
(2)  Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
(3)  The conversion reported in Table II represents the settlement by the Issuer following vesting of 11,250 RSUs, including: (i) the final 5,000 of the 12,500 RSUs granted to the Reporting Person as of May 28, 2021, of which, 2,500 vested immediately as of the grant date, with the remaining vesting in four equal quarterly installments following the grant date; and (ii) 6,250 of the 12,500 RSUs granted to the Reporting Person as of January 10, 2022, which are eligible to vest in four equal quarterly installments following the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D'Ambrosio Lance Varro
C/O RIOT BLOCKCHAIN, INC.
3855 AMBROSIA STREET, STE. 301
CASTLE ROCK, CO 80109
X



Signatures
/s/ Alexander K. Travis , Attorney-in-Fact for Lance Varro D'Ambrosio 8/31/2022
**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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