Jeffrey McGonegal - 03 Dec 2021 Form 4 Insider Report for Riot Blockchain, Inc. (RIOT)

Role: Chief Financial Officer
Signature: /s/ Jeffrey G. McGonegal
Issuer symbol: RIOT
Transactions as of: 03 Dec 2021
Net transactions value: -$2,034,099
Form type: 4
Filing time: 07 Dec 2021, 20:14:36 UTC
Previous filing: 16 Aug 2021
Next filing: 18 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RIOT	Common Stock	Options Exercise	$0	+44,000	+15%	$0.000000	343,367	06 Dec 2021	Direct	F1, F2
transaction	RIOT	Common Stock	Tax liability	$516,666	-18,040	-5.3%	$28.64	325,327	06 Dec 2021	Direct	F2, F3
transaction	RIOT	Common Stock	Options Exercise	$0	+10,000	+3.1%	$0.000000	335,327	06 Dec 2021	Direct	F1, F2
transaction	RIOT	Common Stock	Tax liability	$117,424	-4,100	-1.2%	$28.64	331,227	06 Dec 2021	Direct	F2, F3
transaction	RIOT	Common Stock	Options Exercise	$49,080	+12,000	+3.6%	$4.09	343,227	07 Dec 2021	Direct	F2
transaction	RIOT	Common Stock	Tax liability	$49,089	-1,714	-0.5%	$28.64	341,513	06 Dec 2021	Direct	F2, F4
transaction	RIOT	Common Stock	Sale	$1,400,000	-50,000	-15%	$28.00	291,513	06 Dec 2021	Direct	F2

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	+7,333	+14%	$0.000000	59,000	03 Dec 2021	Common Stock	7,333	$0.000000	Direct	F1, F2, F5
transaction	RIOT	Restricted Stock Units	Options Exercise	$0	-44,000	-75%	$0.000000	15,000	06 Dec 2021	Common Stock	44,000	$0.000000	Direct	F1, F2, F6
transaction	RIOT	Restricted Stock Units	Options Exercise	$0	-10,000	-67%	$0.000000	5,000	06 Dec 2021	Common Stock	10,000	$0.000000	Direct	F1, F2, F7
transaction	RIOT	Employee Stock Option (Right to Buy)	Options Exercise	$0	-12,000	-100%	$0.000000^*	0	06 Dec 2021	Common Stock	12,000	$4.09	Direct	F2, F8

* 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 ("RSU") 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") 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 ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
F3	Represents net settlement in connection with the conversion of 44,000 vested PSUs and 10,000 vested RSUs into shares of the Issuer's Common Stock, as permitted under the Plan and approved by the Committee.
F4	Represents shares of Common Stock withheld as payment of the exercise price due in connection with the exercise of 12,000 vested Employee Stock Options awarded to the Reporting Person by the Committee, as permitted by the Plan and approved by the Committee.
F5	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 7,333 PSUs granted to the Reporting Person under the Award Agreement had been achieved. Accordingly, the 7,333 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.
F6	The conversion of 44,000 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, which vested upon the Committee's determination that performance criteria corresponding to 44,000 PSUs had been achieved.
F7	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 are eligible to vest in four equal quarterly installments following the grant date.
F8	The conversion of Employee Stock Options reported in Table II represents the exercise by the Reporting Person of all 12,000 Employee Stock Options granted to the Reporting Person by the Committee. The Employee Stock Options were originally granted under the Issuer's legacy 2017 equity plan, but are being settled under the Plan, which replaced the 2017 equity plan as of its adoption in 2019.