Megan M. Brooks - 13 Jul 2022 Form 4 Insider Report for Riot Blockchain, Inc. (RIOT)

Role
Officer
Signature
/s/ Megan M. Brooks
Issuer symbol
RIOT
Transactions as of
13 Jul 2022
Net transactions value
-$60,879
Form type
4
Filing time
15 Jul 2022, 21:57:33 UTC
Previous filing
16 Jun 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 +1,500 +1% $0.000000 152,162 13 Jul 2022 Direct F1, F2
transaction RIOT Common Stock Tax liability $2,210 -450 -0.3% $4.91 151,712 13 Jul 2022 Direct F2, F3
transaction RIOT Common Stock Options Exercise $0 +1,500 +0.99% $0.000000 153,212 13 Jul 2022 Direct F1, F2
transaction RIOT Common Stock Tax liability $2,210 -450 -0.29% $4.91 152,762 13 Jul 2022 Direct F2, F3
transaction RIOT Common Stock Options Exercise $0 +25,000 +16% $0.000000 177,762 13 Jul 2022 Direct F1, F2
transaction RIOT Common Stock Tax liability $36,825 -7,500 -4.2% $4.91 170,262 13 Jul 2022 Direct F2, F3
transaction RIOT Common Stock Options Exercise $0 +13,333 +7.8% $0.000000 183,595 13 Jul 2022 Direct F1, F2, F4
transaction RIOT Common Stock Tax liability $19,635 -3,999 -2.2% $4.91 179,596 13 Jul 2022 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 Options Exercise $0 -1,500 -5.4% $0.000000 26,500 13 Jul 2022 Common Stock 1,500 $0.000000 Direct F1, F2, F5
transaction RIOT Restricted Stock Units Options Exercise $0 -1,500 -5.7% $0.000000 25,000 13 Jul 2022 Common Stock 1,500 $0.000000 Direct F1, F2, F6
transaction RIOT Restricted Stock Units Options Exercise $0 -25,000 -100% $0.000000* 0 13 Jul 2022 Common Stock 25,000 $0.000000 Direct F1, F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Megan M. Brooks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Equity Plan") each service-based restricted stock unit ("RSUs") 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") following vesting and settlement by the Issuer. Under the Equity Plan, the Issuer may elect to satisfy any tax withholding obligations due in connection with the conversion of vested RSUs and PSUs via net settlement of the vested award by withholding shares of Common Stock to cover the tax due, as permitted under the Equity Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee").
F2 Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
F3 Represents net settlement for taxes due in connection with the conversion reported on the foregoing line of this report.
F4 Represents the vesting and settlement by the Issuer of 13,333 PSUs, representing the vested portion of the PSUs awarded to the Reporting Person on August 12, 2021 under the performance incentive plan adopted by the Committee under the Equity Plan (the "Performance Plan"). These PSUs vested and became eligible to be settled in shares of Common Stock as of July 13, 2022 upon the Committee's certification of the Issuer's achievement, as of June 30, 2022, of certain performance milestones specified by the Committee under the Performance Plan.
F5 This conversion represents the settlement by the Issuer following vesting of 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021, which were eligible to vest in four approximately equal quarterly installments following the grant date, subject to the terms of the Equity Plan and the applicable award agreement.
F6 This conversion represents the settlement by the Issuer following vesting of the remaining 1,500 RSUs of the 6,000 RSUs awarded to the Reporting Person under the Equity Plan on November 5, 2021. Pursuant to the separation and release agreement, dated as of March 21, 2022, between the Reporting person and the Issuer (the "Separation Agreement"), the vesting of these 1,500 RSUs was accelerated to the end of the transition services period specified under the Separation Agreement, as permitted under the Equity Plan and approved by the Committee.
F7 This conversion represents the settlement by the Issuer following vesting of the remaining third of the 75,000 RSUs granted under the Equity Plan to the Reporting Person on March 21, 2022, as compensation for services performed under the Separation Agreement.

Remarks:

Effective as of April 7, 2022, the Reporting Person resigned as the Issuer's Chief Operating Officer and from all other positions with the Issuer pursuant to the Separation Agreement; however, as part of the Separation Agreement, RSUs and PSUs granted to the Reporting Person under the Plan are eligible to continue vesting through the Transition Period specified in the Separation Agreement.