Statement of Changes in Beneficial Ownership (4)
August 31 2022 - 07:48PM
Edgar (US Regulatory)
FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
|
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 * D'Ambrosio Lance
Varro |
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., 3855 AMBROSIA STREET, STE.
301 |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/30/2022
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(Street)
CASTLE ROCK, CO 80109
(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 |
8/30/2022 |
|
M |
|
11250 |
A |
$0.00 (1) |
13750 (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) |
8/30/2022 |
|
M |
|
|
11250 |
(3) |
(3) |
Common Stock |
11250 |
$0.00 (1) |
6250 (2) |
D |
|
Explanation of
Responses: |
(1) |
These Restricted Stock Units
("RSUs") were granted to the Reporting Person under the Riot
Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the
"Plan") in consideration of the Reporting Person's service on the
Issuer's Board of Directors, subject to the Reporting Person's
continuing service with the Issuer through the applicable vesting
date. RSUs granted under the Plan are subject to forfeiture until
vested. Following vesting, RSUs are convertible, on a one-for-one
basis, into shares of the Issuer's Common Stock upon settlement by
the Issuer in accordance with the procedures of the
Plan. |
(2) |
Represents the total direct
and indirect beneficial ownership of the indicated security held by
the Reporting Person immediately following the reported
transaction. |
(3) |
The conversion reported in
Table II represents the settlement by the Issuer following vesting
of 11,250 RSUs, including: (i) the final 5,000 of the 12,500 RSUs
granted to the Reporting Person as of May 28, 2021, of which, 2,500
vested immediately as of the grant date, with the remaining vesting
in four equal quarterly installments following the grant date; and
(ii) 6,250 of the 12,500 RSUs granted to the Reporting Person as of
January 10, 2022, which are eligible to vest in four equal
quarterly installments following the grant date, subject to the
Reporting Person's continued service with the Issuer through the
applicable vesting date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
D'Ambrosio Lance Varro
C/O RIOT BLOCKCHAIN, INC.
3855 AMBROSIA STREET, STE. 301
CASTLE ROCK, CO 80109 |
X |
|
|
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Signatures
|
/s/ Alexander K. Travis , Attorney-in-Fact for
Lance Varro D'Ambrosio |
|
8/31/2022 |
**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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