Ownership Submission
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FORM 4
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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).
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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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Les Jason
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2. Issuer Name and Ticker or Trading Symbol
Riot Platforms, Inc. [RIOT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CHIEF EXECUTIVE OFFICER /
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(Last)
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(First)
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(Middle)
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C/O RIOT PLATFORMS, INC. , 3855 AMBROSIA STREET, SUITE 301
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CASTLE ROCK
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CO
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80109
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Les Jason
C/O RIOT PLATFORMS, INC.
3855 AMBROSIA STREET, SUITE 301
CASTLE ROCK, CO80109
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CHIEF EXECUTIVE OFFICER
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Signatures
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/s/ Alexander K. Travis, Attorney-in-Fact for Jason Les
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2024-07-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Shares surrendered to the Issuer, in accordance with Rule 16b-3 under the Exchange Act, to cover tax liabilities incident to the vesting of 61,606 restricted shares of the Issuer's Common Stock, no par value per share, previously issued to the Reporting Person as service-based restricted stock awards ("RSAs") granted under the Issuer's 2019 Equity Incentive Plan, as previously reported on Form 4 by the Reporting Person.
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(2)
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Represents the award of RSAs granted to the Reporting Person, as authorized by the Issuer's Compensation and Human Resources Committee of its Board of Directors (the "Committee") under the Long-Term Incentive Program established, as of July 13, 2023, (the "LTIP"), pursuant to an LTIP award agreement with the Issuer. These shares are eligible to vest, if at all, in three approximately equal annual tranches as of July 1, 2025, July 1, 2026, and July 1, 2027, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates. Any unvested portion of the RSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore.
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(3)
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Represents the maximum achievable award of performance-based restricted shares of the Issuer's Common Stock, no par value per share, ("PRSAs") of up to a maximum of 200% of the target amount, which is 376,884 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 an LTIP award agreement with the Issuer. These PRSAs 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 PRSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore.
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(4)
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Shares held of record in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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