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 *

MCGONEGAL JEFFREY
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 Financial Officer
(Last)          (First)          (Middle)

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

6/1/2021
(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 6/1/2021  M  5000 A (1)300867 D  
Common Stock 6/1/2021  F  1500 (3)D$27.13 299367 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 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)6/1/2021  M   5000     (4) (4)Common Stock 5000 $0.00 (4)27000 (2)D  

Explanation of Responses:
(1) Vested restricted stock units ("RSUs") granted under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") covert into shares of the Issuer's Common Stock on a one-for-one basis upon settlement by the Issuer in accordance with the procedures of the Plan.
(2) Represents the total direct and indirect beneficial ownership of the security held by the Reporting Person immediately following the transaction reported by this Form 4
(3) Represents net settlement for taxes in connection with the settlement of 5,000 vested RSUs, as permitted under the Plan.
(4) Pursuant to the First Amendment to the Amended and Restated Executive Employment Agreement between the Issuer and the Reporting Person, dated February 8, 2021 (the "2021 McGonegal Employment Agreement"), the Reporting Person was granted 20,000 RSUs under the Plan as equity compensation, which are eligible to vest in four (4) equal quarterly installments pursuant to and during the term of the 2021 McGonegal Employment Agreement.

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


Chief Financial Officer

Signatures
/s/ Jeffrey McGonegal6/3/2021
**Signature of Reporting PersonDate

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