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

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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(Print or Type Responses)
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 (Month/Day/Year)
02/08/2021
(Street)

CASTLE ROCK, CO 80104		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/08/2021   M   104,895 A (1) 327,336 (2) D  
Common Stock 02/08/2021   F   31,469 (3) D $ 23.36 295,867 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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  

Signatures

 /s/ Jeffrey G. McGonegal   02/10/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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