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)
07/01/2024

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)
Common Stock	07/01/2024		M		41,071	A	$0⁽¹⁾	203,077	D

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	$0	07/01/2024		M			41,071	⁽²⁾	⁽²⁾	Common Stock	41,071⁽³⁾	$0	1,328,568⁽⁴⁾	D
Restricted Stock Units	$0	07/01/2024		A		251,256⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	251,256⁽³⁾	$0	1,579,824⁽⁴⁾	D
Restricted Stock Units	$0	07/01/2024		A		502,512⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	502,512⁽³⁾	$0	2,082,336⁽⁴⁾	D

Explanation of Responses:

1. Pursuant to the Issuer's 2019 Equity Incentive Plan, as amended, (the "Plan") vested restricted stock units ("RSUs") convert into shares of the Issuer's common stock, no par value per share, on a one-for-one basis.

2. On July 13, 2023, pursuant to the equity award agreement between the Issuer and Reporting Person (the "Award Agreement"), the reported service-based RSUs were eligible to vest, if at all, in three 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.

3. 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 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.

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

5. Represents the maximum number of service-based RSUs granted to the Reporting Person by the Issuer, as of the indicated date, pursuant to the Issuer's Long-Term Incentive Program (the "LTIP") established, as of July 13, 2023, by the Issuer's Compensation and Human Resources Committee of its Board of Directors (the "Committee") established under the Plan, which are subject to vesting and restrictions, as set forth in the Award Agreement.

6. Pursuant to the Award Agreement, the service-based RSUs reported on this line are eligible to vest in three (3) approximately equal tranches as of July 1, 2025, 2026, and 2027, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.

7. The number of RSUs reported represents the maximum achievable award under the LTIP of up to 200% of the target amount, which is 251,256 shares, during the three-year performance period from January 1, 2024 through December 31, 2026 (the "Performance Period"), granted to the Reporting Person, as authorized by the Committee under the LTIP, pursuant to the Award Agreement with the Issuer. The performance-based RSUs are eligible to vest if at all, based upon certification by the Committee of the Company's achievement, as of the end of the Performance Period, of certain performance objectives, and subject to the Reporting Persons continued service with the Issuer through July 1, 2027. Any unvested portion of the performance-based RSUs shall be automatically forfeited and returned to the Issuer, without consideration therefore.

8. Pursuant to the Award Agreement, the reported RSUs are eligible to vest as of the end of the Award Term, based on the Issuer's achievement of the performance objectives established for it under the LTIP by the Committee, subject to the Reporting Person's continuous service with the Issuer through vesting.

	/s/ Alexander K. Travis, Attorney-in-Fact for Colin Yee	07/03/2024
	** 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).
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