Statement of Changes in Beneficial Ownership (4)
August 03 2022 - 5:54PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Jackman William Richard |
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) EVP & General Counsel |
(Last)
(First)
(Middle)
C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, STE. 301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2022 |
(Street)
CASTLE ROCK, CO 80109
(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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Common Stock | 8/2/2022 | | M | | 12000 | A | $0.00 (1) | 36789 (2) | D | |
Common Stock | 8/2/2022 | | D | | 6000 | D | $7.32 | 30789 (2) | D | |
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) | 8/2/2022 | | M | | | 12000 | (4) | (4) | Common Stock | 12000 | $0.00 (1) | 55321 (3) | D | |
Explanation of Responses: |
(1) | Under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") vested Restricted Stock Units ("RSUs") are, upon settlement by the Issuer in accordance with the procedures of the Plan, convertible into shares of the Issuer's common stock, no par value per share, on a one-for-one basis, subject to any net settlement permitted by the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"). |
(2) | Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction. |
(3) | Represents net settlement of the conversion of 12,000 vested RSUs reported in Table II, as permitted under the Plan and approved by the Committee. |
(4) | Represents the conversion upon settlement by the Issuer of vested portion of the performance-based RSUs granted to the Reporting Person by the Issuer on August 12, 2021, which vested upon the Issuer's achievement of the performance criteria established by the Committee under Plan corresponding to 12,000 RSUs. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jackman William Richard C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STREET, STE. 301 CASTLE ROCK, CO 80109 |
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| EVP & General Counsel |
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Signatures
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/s/ William R. Jackman | | 8/3/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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