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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 (1) | 02/08/2021 | M | 104,895 | (4) | (4) | Common Stock | 104,895 | $ 0 (4) | 12,000 (2) | D | ||||
Restricted Stock Units | $ 0 (1) | 02/08/2021 | A | 20,000 | (5) | (5) | Common Stock | 20,000 | $ 0 (5) | 32,000 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCGONEGAL JEFFREY C/O RIOT BLOCKCHAIN, INC. 202 6TH STREET, SUITE 401 CASTLE ROCK, CO 80104 |
Chief Financial Officer |
/s/ Jeffrey G. McGonegal | 02/10/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Vested restricted stock units ("RSUs") granted under the Riot Blockchain, Inc. 2019 Equity Incentive Plan (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 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 104,895 vested RSUs, as permitted under the Plan. |
(4) | Pursuant to the Amended and Restated Executive Employment Agreement between the Reporting Person and the Issuer dated as of February 7, 2020 (the "2020 Employment Agreement"), the Reporting Person received an award of 209,790 RSUs under the Plan, which vested in four (4) equal quarterly installments pursuant to and during the term of the 2020 Employment Agreement. |
(5) | 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 Employment Agreement"), the Reporting Person was granted 20,000 RSUs under the Plan, which are eligible to vest in four (4) equal quarterly installments pursuant to and during the term of the 2021 Employment Agreement. |