Statement of Changes in Beneficial Ownership (4)
August 16 2021 - 4:58PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
MCGONEGAL JEFFREY |
2. Issuer Name and Ticker or Trading Symbol
Riot Blockchain, Inc.
[
RIOT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, SUITE 401 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2021 |
(Street)
CASTLE ROCK, CO 80104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | 8/12/2021 | | A | | 36667 | | (2) | (2) | Common Stock | 36667 | $0.00 (2) | 51667 (3) | D | |
Explanation of Responses: |
(1) | Represents performance-based restricted stock units ("PSUs") which covert, on a one-for-one basis, into shares of the Issuer's Common Stock, no par value per share, subject to any net settlement for taxes permitted under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the "Plan"). The PSUs were issued to the Reporting Person under the Plan pursuant to the Performance Restricted Stock Unit Award Agreement, dated as of August 12, 2021, between the Issuer and the Reporting Person (the "Award Agreement"), as approved by the Compensation and Human Resources Committee of the Issuer. |
(2) | On August 12, 2021, the Committee determined the performance goals for 36,667 of the PSUs had been achieved. Accordingly, the 36,667 PSUs indicated on this report became fully vested and eligible to be settled by the Issuer in accordance with its customary practices and procedures, subject to any net settlement for taxes permitted under the Plan and the Award Agreement. |
(3) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCGONEGAL JEFFREY C/O RIOT BLOCKCHAIN, INC. 202 6TH STREET, SUITE 401 CASTLE ROCK, CO 80104 |
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| Chief Financial Officer |
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Signatures
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/s/ Jeffrey G. McGonegal | | 8/16/2021 |
**Signature of Reporting Person | Date |
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