FORM 4 [ ] 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
                      

1. Name and Address of Reporting Person *

Les Jason
2. Issuer Name and Ticker or Trading Symbol

Riot Blockchain, Inc. [ RIOT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, SUITE 401
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2020
(Street)

CASTLE ROCK, CO 80104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.00 (1)2/27/2020  A   288617     (2) (2)Common Stock 288617 $0.00 698737 (3)D  

Explanation of Responses:
(1) The Issuer approved the grant of 288,617 restricted stock units pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan to the Reporting Person as compensation for the services performed and to be performed for the Issuer as a member of its Board of Directors in 2020.
(2) The restricted stock units vest on March 1, 2021. Vested restricted stock units will be settled in shares of the Issuer's Common Stock on a one-for-one basis in accordance with the procedures of the Riot Blockchain Inc., 2019 Equity Incentive Plan.
(3) Represents the total direct and indirect beneficial ownership of Riot's securities held by the Reporting Person subsequent to the issuance reported by this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Les Jason
C/O RIOT BLOCKCHAIN, INC.
202 6TH STREET, SUITE 401
CASTLE ROCK, CO 80104
X



Signatures
/s/ Jason Les3/2/2020
**Signature of Reporting PersonDate

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