0001415889-24-016421.txt : 20240611 0001415889-24-016421.hdr.sgml : 20240611 20240611182616 ACCESSION NUMBER: 0001415889-24-016421 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240601 FILED AS OF DATE: 20240611 DATE AS OF CHANGE: 20240611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Howell Stephen Mitchell Jr. CENTRAL INDEX KEY: 0002025334 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33675 FILM NUMBER: 241037042 MAIL ADDRESS: STREET 1: C/O RIOT PLATFORMS, INC. STREET 2: 3855 AMBROSIA STREET, SUITE 301 CITY: CASTLE ROCK STATE: CO ZIP: 80109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Riot Platforms, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 841553387 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3855 AMBROSIA STREET, SUITE 301 CITY: CASTLE ROCK STATE: CO ZIP: 80109 BUSINESS PHONE: 303-794-2000 MAIL ADDRESS: STREET 1: 3855 AMBROSIA STREET, SUITE 301 CITY: CASTLE ROCK STATE: CO ZIP: 80109 FORMER COMPANY: FORMER CONFORMED NAME: Riot Blockchain, Inc. DATE OF NAME CHANGE: 20171004 FORMER COMPANY: FORMER CONFORMED NAME: Bioptix, Inc. DATE OF NAME CHANGE: 20161201 FORMER COMPANY: FORMER CONFORMED NAME: Venaxis, Inc. DATE OF NAME CHANGE: 20121218 3 1 form3-06112024_100612.xml X0206 3 2024-06-01 0 0001167419 Riot Platforms, Inc. RIOT 0002025334 Howell Stephen Mitchell Jr. CASTLE ROCK CO 80109 false true false false COO (See Remarks) Common Stock 75507 D Common Stock 24643 D Common Stock 349284 D Shares of the Issuer's common stock, no par value per share, ("Common Stock") acquired pursuant to vested equity awards granted to the Reporting Person under the Issuer's 2019 Equity Incentive Plan, as amended, (the "Equity Plan") in connection with the Reporting Person's service with the Issuer, which vested in accordance with the terms of equity award agreements between the Issuer and the Reporting Person under the Equity Plan (each, an "Award Agreement"). All awards of equity compensation granted under the Equity Plan are authorized by the Compensation and Human Resources Committee (the "Committee") of the Issuer's Board of Directors, which administers the Equity Plan. Represents the outstanding, unvested portion of service-based restricted stock awards ("RSAs") granted to the Reporting Person under the Equity Plan pursuant to the Long-Term Incentive Compensation Program established by the Committee under the Equity Plan as of July 13, 2023 (the "LTIP"), as compensation for the Reporting Person's service with the Issuer. As set forth in the applicable Award Agreement, these RSAs are eligible to vest, if at all, in three (3) approximately equal annual tranches as of July 1, 2024, 2025, and 2026, subject and pursuant to the Reporting Person's continued service with the Issuer through the applicable vesting dates. Any RSAs remaining unvested as of the end of the Reporting Person's service with the Issuer shall be automatically forfeited and returned to the Issuer, without consideration. Represents the outstanding, unvested portion of performance-based restricted stock awards ("PRSAs") granted to the Reporting Person under the Equity Plan pursuant to the LTIP, as compensation for the Reporting Person's service with the Issuer. The reported shares represents 200% of the target award of 174,642 shares granted to the Reporting Person under the LTIP, which is the maximum performance award achievable during the performance period ending December 31, 2025. The PRSAs are eligible to vest, if at all, based upon Issuer's achievement of certain performance objectives established by the Committee during the performance period as certified by the Committee as of the vesting date, July 31, 2026, subject to the Reporting Person's continued service with the Issuer. Any PRSAs remaining unvested as of the earlier of the end of the Reporting Person's service with the Issuer or July 31, 2026, shall be automatically forfeited and returned to the Issuer, without consideration. Effective as of June 1, 2024, the Reporting Person was appointed to serve as the Issuer's Chief Operating Officer ("COO"). /s/ Alexander K. Travis, Attorney-in-Fact for Stephen Howell 2024-06-11 EX-24 2 ex24-06112024_100612.htm ex24-06112024_100612.htm

LIMITED POWER OF ATTORNEY

I, the undersigned individual, hereby constitute and appoint each of WILLIAM R. JACKMAN, Executive Vice President and General Counsel, ALEXANDER K. TRAVIS, Senior Vice President and Deputy General Counsel, and JAMIE AMENTLER, Vice President and Associate General Counsel, Securities, each, in their respective capacities as General Counsel to Riot Platforms, Inc., a Nevada corporation, and its consolidated subsidiaries (collectively, the “Corporation”), and not in their individual capacities, as well as any individual delegee as each of them may appoint from time to time, and each of them acting singly, as my true and lawful attorneys-in-fact and agents, with full powers of substitution or revocation, for me and in my name, place and stead, in any and all capacities, to: (1) prepare, sign in my name and on my behalf and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 13(d) and Section 16(a) of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”) or any rule or regulation of the SEC with respect to my position with the Corporation; (2) sign any and all Schedules 13D/G, as appropriate, and Forms 3, 4, or 5 in connection with my beneficial ownership of securities of the Corporation as may be required of me pursuant to Section 13(d) and Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder, and to file the same and all other documents in connection therewith, with the SEC and any stock exchange or similar authority; and (3) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Schedule 13D/G, as appropriate, and Form 3, 4, or 5, or other document, and timely file such form or report with the SEC and any stock exchange or similar authority as may be required in connection with my position with the Corporation.

I hereby grant unto said attorneys-in-fact and agents, and any such delegees as they may appoint from time to time, each acting singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting singly, or his substitute, may lawfully do or cause to be done by virtue hereof. I declare that any act or thing lawfully done hereunder by my said attorneys-in-fact and agents shall be binding on myself and my heirs, legal and personal representatives, and assigns, whether the same shall have been done before or after my death, or other revocation of this instrument, unless and until reliable notice thereof shall have been received by any party who, upon the faith of this instrument, accepts my said attorneys-in-fact and agents as authorized to represent me. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, and the Corporation is not assuming, any of my responsibilities to comply with Section 13(d) and Section 16 of the Exchange Act.

This power of attorney shall remain in full force and effect until I am no longer required to file Schedules 13D/G, as appropriate, and Forms 3, 4, and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to either of the foregoing attorneys-in-fact, and the authority of my attorneys-in-fact and agents hereunder shall not terminate on my disability but shall remain in full force and effect for so long as I am an officer, director, or other individual subject to reporting requirements of the Company, and for such time thereafter as may be necessary to file any such reports.




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IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 2024.

/s/ Stephen Mitchell Howell, Jr.

Stephen Mitchell Howell, Jr.




STATE OF ________________

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COUNTY OF ________________

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On May 30, 2024, before me,

personally appeared Stephen Mitchell Howell, Jr., who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of

 that the foregoing paragraph is true and correct.


 

{Notary Public Seal}

Notary Public Signature





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