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 * Brooks Megan M. 2. Issuer Name and Ticker or Trading Symbol Riot Blockchain, Inc. [ RIOT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Operating Officer
(Last)         (First)         (Middle)
C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, STE 401
3. Date of Earliest Transaction (MM/DD/YYYY)
8/12/2021
(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 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     33333       (2)  (2) Common Stock  33333  $0.00 (2) 39333 (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 33,333 of the PSUs had been achieved. Accordingly, the 33,333 PSUs indicated on this Form 4 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
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brooks Megan M.
C/O RIOT BLOCKCHAIN, INC.
202 6TH STREET, STE 401
CASTLE ROCK, CO 80104


Chief Operating Officer

Signatures
/s/ Megan Brooks 8/16/2021
**Signature of Reporting Person Date
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