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 *
Jackman William Richard
  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)
EVP & General Counsel
(Last)
(First)
(Middle)
C/O RIOT BLOCKCHAIN, INC., 3855 AMBROSIA STREET, STE. 301
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2022
(Street)

CASTLE ROCK, CO 80109
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 08/02/2022   M   12,000 A $ 0 (1) 36,789 (2) D  
Common Stock 08/02/2022   D   6,000 D $ 7.32 30,789 (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) 08/02/2022   M     12,000   (4)   (4) Common Stock 12,000 $ 0 (1) 55,321 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jackman William Richard
C/O RIOT BLOCKCHAIN, INC.
3855 AMBROSIA STREET, STE. 301
CASTLE ROCK, CO 80109
      EVP & General Counsel  

Signatures

 /s/ William R. Jackman   08/03/2022
**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) Under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") vested Restricted Stock Units ("RSUs") are, upon settlement by the Issuer in accordance with the procedures of the Plan, convertible into shares of the Issuer's common stock, no par value per share, on a one-for-one basis, subject to any net settlement permitted by the Plan and approved by the Issuer's Compensation and Human Resources Committee (the "Committee").
(2) Represents the total direct and indirect beneficial ownership of the indicated security held by the Reporting Person immediately following the reported transaction.
(3) Represents net settlement of the conversion of 12,000 vested RSUs reported in Table II, as permitted under the Plan and approved by the Committee.
(4) Represents the conversion upon settlement by the Issuer of vested portion of the performance-based RSUs granted to the Reporting Person by the Issuer on August 12, 2021, which vested upon the Issuer's achievement of the performance criteria established by the Committee under Plan corresponding to 12,000 RSUs.

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