Megan M. Brooks - Feb 17, 2022 Form 4 Insider Report for Riot Blockchain, Inc. (RIOT)

Role: Chief Operating Officer
Signature: /s/ Megan M. Brooks
Stock symbol: RIOT
Transactions as of: Feb 17, 2022
Transactions value $: -$254,517
Form type: 4
Date filed: 2/22/2022, 03:30 PM
Previous filing: Jan 18, 2022
Next filing: Apr 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RIOT	Common Stock	Options Exercise	$0	+40K	+57.59%	$0.00	109K	Feb 17, 2022	Direct	F1, F2
transaction	RIOT	Common Stock	Tax liability	-$237K	-12K	-10.96%	$19.73	97.5K	Feb 17, 2022	Direct	F2, F3
transaction	RIOT	Common Stock	Options Exercise	$0	+3K	+3.08%	$0.00	100K	Feb 17, 2022	Direct	F1, F2
transaction	RIOT	Common Stock	Tax liability	-$17.8K	-900	-0.9%	$19.73	99.6K	Feb 17, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RIOT	Restricted Stock Units	Options Exercise	$0	-40K	-81.63%	$0.00	9K	Feb 17, 2022	Common Stock	40K	$0.00	Direct	F2, F3, F4
transaction	RIOT	Restricted Stock Units	Options Exercise	$0	-3K	-33.33%	$0.00	6K	Feb 17, 2022	Common Stock	3K	$0.00	Direct	F2, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Vested Restricted Stock Units ("RSUs") awarded to the Reporting Person as compensation 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 permitted under the Plan, upon settlement by the Issuer in accordance with the procedures of the Plan.
F2	Represents the total direct and indirect ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
F3	Represents net settlement in connection with the conversion of vested RSUs into shares of the Issuer's Common Stock based on the price per share of the Issuer's Common Stock as of the conversion, as permitted under the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee").
F4	Represents the settlement by the Issuer of 40,000 vested performance-based RSUs, which vested upon the Committee's certification of the Issuer's achievement of certain of the performance objectives detailed in the August 12, 2021 performance-based equity award agreement between the Reporting Person and the Issuer.
F5	Represents the settlement by the Issuer the vested portion of the 6,000 time-based RSUs granted to the Reporting Person under the Plan on April 6, 2021, pursuant to the Reporting Person's Executive Employment Agreement with the Issuer, which vested in equal quarterly intervals following the grant date, and the 6,000 time-based RSUs granted to the Reporting Person on November 11, 2021 pursuant to an amendment to the Reporting Person's Executive Employment Agreement with the Issuer.