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

Footnote 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").

Footnote F2

Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.

Footnote F3

Represents net settlement for taxes due in connection with the conversion reported on the foregoing line of this report.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.