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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) | 04/13/2022 | A | 14,000 | (2) | (2) | Common Stock | 14,000 | $ 0 (1) | 16,488 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Theriot Lyle Joseph C/O RIOT BLOCKCHAIN, INC. 3855 AMBROSIA STRET, STE.0301 CASTLE ROCK, CO 80109 |
see Remarks |
/s/ Lyle Joseph Theriot | 04/15/2022 | |
**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) | Pursuant to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") the Reporting Person was granted performance-based restricted stock unit ("PSUs") as of August 12, 2021, which are eligible to vest contingent upon the Issuer's achievement of certain performance criteria during the performance period ending on December 31, 2023. Each PSU represents a contingent right to receive one share of the Issuer's common stock, no par value per share, ("Common Stock") subject to any net settlement permitted under the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee"), following vesting and settlement by the Issuer. |
(2) | On April 13, 2022, the Committee determined that the performance criteria corresponding to 14,000 PSUs had been achieved as of March 31, 2022. Therefore, 14,000 of the PSUs originally awarded to the Reporting Person became vested as of April 13, 2022. Upon vesting, the Issuer records PSUs as Restricted Stock Units, which are eligible to be settled by the Issuer in shares of its Common Stock on a one-for-one basis, subject to any net settlement for taxes as permitted under the Plan and as approved by the Committee. Accordingly, the award of 14,000 Restricted Stock Units reported on this Form 4 represents the vesting of 14,000 PSUs awarded to the Reporting Person on August 12, 2021. |
(3) | Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction. |
Remarks: The Reporting Person is the Chief Operating Officer of Whinstone US, Inc., a wholly owned subsidiary of Riot Blockchain, Inc. |