Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Effective as of February 7, 2020, Riot Blockchain, Inc. ("Riot" or the "Company") and its Chief Executive Officer and acting Chief Financial Officer, Jeffrey G. McGonegal (the "Executive") entered into an Amended and Restated Executive Employment Agreement (the "Amended and Restated McGonegal Employment Agreement") pursuant to which the Executive agreed to continue to serve as the Company's Chief Executive Officer through February 7, 2021. The Executive will also continue to serve as the Company's acting Chief Financial Officer. The Amended and Restated McGonegal Employment Agreement amends and restates in its entirety the former Executive Employment Agreement by and between the Executive and the Company dated as of February 5, 2019, as previously reported by the Company on its Current Report on Form 8-K filed on February 11, 2019. According to the terms of the Amended and Restated McGonegal Employment Agreement, the Executive will receive a prorated annual salary of Three Hundred Thousand Dollars ($300,000), as well as Two Hundred Nine Thousand Seven Hundred Ninety (209,790) restricted stock units ("RSUs"), convertible on a one-for-one basis into shares of the Company's Common Stock. The RSUs granted pursuant to the Amended and Restated McGonegal Employment Agreement are subject to the terms and conditions of the Riot Blockchain, Inc. 2019 Equity Incentive Plan (the "Plan") and vest in four (4) equal quarterly installments, with each quarterly installment vesting as of the end of each quarter during the term of the Amended and Restated McGonegal Employment Agreement. The Company will settle vested RSUs in accordance with the terms of the Amended and Restated McGonegal Employment Agreement and the Plan.

The foregoing description of the Amended and Restated McGonegal Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated McGonegal Employment Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

About Riot Blockchain

Information reported in this Current Report on Form 8-K is limited to the scope of the information reportable under a Current Report on Form 8-K under the rules and regulations of the Commission. Please refer to the additional information concerning the Corporation referenced in the following notices and safe harbor provision for material risks and other uncertainties.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit       Description
Number

10.1            McGonegal Employment Agreement by and between Riot Blockchain,
              Inc. and Jeffrey G. McGonegal, dated as of February 7, 2020.










                               S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RIOT BLOCKCHAIN, INC.


                                                       By: /s/ Jeffrey McGonegal
                                                           Jeffrey McGonegal
                                                           Chief Executive Officer






Date: February 10, 2020

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