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 * Theriot Lyle Joseph 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)
see Remarks
(Last)         (First)         (Middle)
C/O RIOT BLOCKCHAIN, INC., 202 6TH STREET, SUITE 401
3. Date of Earliest Transaction (MM/DD/YYYY)
10/13/2021
(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
Common Stock  10/13/2021    M    34974  A $0.00 (1) 34974 (2) D   
Common Stock  10/13/2021    F    10492 (3) D $25.25  24482 (2) D   

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) 10/13/2021    M        34974    (4)  (4) Common Stock  34974  $0.00 (1) 4975 (2) D   

Explanation of Responses:
(1)  Vested restricted stock units ("RSU") and vested performance-based restricted stock units ("PSUs") awarded to the Reporting Person under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") are convertible into shares of the Issuer's common stock, no par value per share, ("Common Stock") on a one-for-one basis, subject to any net settlement for taxes permitted under the Plan, upon settlement by the Issuer in accordance with the procedures of the Plan.
(2)  Represents the total direct and indirect ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
(3)  Represents shares of Common Stock withheld for taxes in connection with the settlement by the Issuer following vesting of 4,974 RSUs and 30,000 PSUs previously granted to the Reporting Person under the Plan.
(4)  The conversion of 4,974 vested RSUs reported in Table II relates to the settlement by the Issuer of the vested portion of the 9,949 RSUs granted to the Reporting Person on May 12, 2021, which are eligible to vest in four quarterly installments after the grant date. The conversion of the 30,000 vested PSUs reported in Table II relates to the settlement by the Issuer of vested PSUs awarded to the Reporting Person on August 12, 2021, which vested upon the Issuer's attainment of the specified performance objectives corresponding to 30,000 PRSUs under the Plan.

Remarks:
The Reporting Person is the Chief Operating Officer of Whinstone US, Inc., a wholly owned subsidiary of Riot Blockchain, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Theriot Lyle Joseph
C/O RIOT BLOCKCHAIN, INC.
202 6TH STREET, SUITE 401
CASTLE ROCK, CO 80104


see Remarks

Signatures
/s/ Lyle Theriot 10/14/2021
**Signature of Reporting Person Date
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