Megan M. Brooks - Dec 3, 2021 Form 4 Insider Report for Riot Blockchain, Inc. (RIOT)

Role
Chief Operating Officer
Signature
/s/ Megan M. Brooks
Stock symbol
RIOT
Transactions as of
Dec 3, 2021
Transactions value $
$369,427
Form type
4
Date filed
12/7/2021, 08:08 PM
Previous filing
Nov 8, 2021
Next filing
Dec 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RIOT Common Stock Options Exercise $0 +40K +89.96% $0.00 84.5K Dec 6, 2021 Direct F1, F2
transaction RIOT Common Stock Tax liability $344K +12K +19.85% $28.64 72.5K Dec 6, 2021 Direct F2, F3
transaction RIOT Common Stock Options Exercise $0 +3K +4.14% $0.00 75.5K Dec 6, 2021 Direct F1, F2
transaction RIOT Common Stock Tax liability $25.8K +900 +1.22% $28.64 74.5K Dec 6, 2021 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RIOT Restricted Stock Units Award $0 +6.67K +14.7% $0.00 52K Dec 3, 2021 Common Stock 6.67K $0.00 Direct F1, F2, F4
transaction RIOT Restricted Stock Units Options Exercise $0 -40K -76.92% $0.00 12K Dec 6, 2021 Common Stock 40K $0.00 Direct F1, F2, F5
transaction RIOT Restricted Stock Units Options Exercise $0 -3K -25% $0.00 9K Dec 6, 2021 Common Stock 3K $0.00 Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") each time-based restricted stock unit ("RSUs") and 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") 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.
F2 Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the issuance reported by this Form 4.
F3 Represents net settlement in connection with the conversion of 39,999 vested PSUs and 3,000 vested RSUs into shares of the Issuer's Common Stock, as permitted by the Plan and approved by the Committee.
F4 On August 12, 2021, the Issuer and the Reporting Person entered into a Performance Restricted Stock Unit Award Agreement, (the "Award Agreement") pursuant to which the Issuer granted the Reporting Person PSUs, contingent upon the Issuer's achievement of certain performance criteria during the performance period ending on December 31, 2023. On December 3, 2021, the Committee determined that, as of the end of the third fiscal quarter of 2021, the performance criteria for 6,666 PSUs granted to the Reporting Person under the Award Agreement had been achieved. Accordingly, the issuance of 6,666 PSUs reported on this form became vested and eligible to be settled by the Issuer as restricted stock units in accordance with the Plan and the Award Agreement.
F5 The conversion of 39,999 PSUs reported in Table II represents the settling by the Issuer of the vested portion of the PSUs granted to the Reporting Person pursuant to the Award Agreement, which vested upon the Committee's determination that performance criteria corresponding to 39,999 of the PSUs granted to the Reporting Person had been achieved.
F6 The conversion of 3,000 vested RSUs reported in Table II relates to the settlement by the Issuer of the remaining unsettled portion of the 6,000 RSUs granted to the Reporting Person on April 6, 2021, which vested in four quarterly installments after the grant date.