SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yee Colin M.

(Last)

(First)

(Middle)

C/O RIOT PLATFORMS, INC.

3855 AMBROSIA STREET, SUITE 301

(Street)

CASTLE ROCK

80109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Riot Platforms, 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, CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2023

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	$0	07/13/2023		A		246,426⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	246,426⁽⁴⁾	$0	246,426⁽⁵⁾	D
Restricted Stock Units	$0	07/13/2023		A		123,213⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	123,213⁽⁴⁾	$0	369,639⁽⁵⁾	D

Explanation of Responses:

1. Represents an unvested award of restricted stock units ("RSUs") of the Issuer's Common Stock, no par value per share, ("Common Stock") granted to the Reporting Person by the Issuer under its 2019 Equity Incentive Plan, as amended, (the "Equity Plan") pursuant to an equity award agreement, dated as of July 13, 2023, between the Issuer and Reporting Person (the "Award Agreement"). Subject and pursuant to the Award Agreement, vested RSUs are convertible into shares of Common Stock, on a one-for-one basis, upon settlement by the Issuer.

2. Represents the maximum number of performance-based RSUs granted to the Reporting Person by the Issuer pursuant to the Long-Term Incentive Program (the "LTIP") established by the Issuer's Compensation and Human Resources Committee (the "Committee") under the Equity Plan, which are eligible to vest based on the Issuer's achievement of certain performance objectives established for it under the LTIP for the period ended December 31, 2025 (the "Performance Period").

3. Pursuant to the Award Agreement, the RSUs reported on this line are eligible to vest as of the end of the Award Term based on the Issuer's achievement of certain performance objectives established for it under the LTIP for the Performance Period, subject to the Reporting Person's continuous service with the Issuer through the Award Term.

4. Each unvested RSU represents the contingent right to receive one (1) share of Common Stock upon vesting and settlement by the Issuer in accordance with its compensation practices and the Equity Plan. The actual number of shares of Common Stock to be issued to the Reporting Person will depend on the number of RSUs that vest, as well as any net settlement thereof to satisfy any tax obligations due, as permitted by the Committee.

5. Represents the total number of RSUs held or beneficially owned, directly and indirectly, by the Reporting Person, following the reported transaction.

6. Represents the maximum number of service-based RSUs granted to the Reporting Person by the Issuer, as of the indicated date, pursuant to the LTIP established under the Equity Plan, which are subject to vesting and restrictions, as set forth in the Award Agreement.

7. Pursuant to the Award Agreement, the RSUs reported on this line are eligible to vest in three (3) approximately equal tranches as of July 1, 2024, 2025, and 2026, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.

	/s/ Alexander K. Travis, Attorney-in-Fact for Colin Yee	07/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.