UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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Information Statement Pursuant to Rules 13d-1 and 13d-2
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Riot Blockchain, Inc.
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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767292105
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(CUSIP Number)
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September 2, 2021
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Date of Event Which Requires Filing of the Statement
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☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Northern Data AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6,949,992 shares |
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6
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SHARED VOTING POWER
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0 |
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7
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SOLE DISPOSITIVE POWER
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6,949,992 shares |
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8
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SHARED DISPOSITIVE POWER
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0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,949,992 shares |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.21
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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1 |
The calculation assumes that there is a total of 95,948,232 shares of Common Stock outstanding as reported in the Issuer’s registration statement on Form S-3 filed with the United States Securities and
Exchange Commission on August 31, 2021.
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 3 of 7 Pages
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Item 1(a) |
Name of Issuer
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Item 1(b) |
Address of Issuer’s Principal Executive Offices
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Item 2(a) |
Name of Person Filing
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Item 2(b) |
Address of Principal Business Office
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Item 2(c) |
Citizenship
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Item 2(d) |
Title of Class of Securities
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Item 2(e) |
CUSIP Number
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 4 of 7 Pages
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Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a) | ☐ |
Broker or dealer registered under Section 15 of the Exchange Act;
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(b) | ☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c) | ☐ |
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d) | ☐ |
Investment company registered under Section 8 of the Investment Company Act;
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(e) | ☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f) | ☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g) | ☐ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h) | ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i) | ☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j) | ☐ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k) | ☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 5 of 7 Pages
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Item 4 |
Ownership
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(a) |
Amount beneficially owned:
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(b) |
Percent of class:
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote:
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(iii) |
Sole power to dispose or to direct the disposition of:
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(iv) |
Shared power to dispose or to direct the disposition of:
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 6 of 7 Pages
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Item 5 |
Ownership of Five Percent or Less of a Class
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8 |
Identification and Classification of Members of the Group
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Item 9 |
Notice of Dissolution of Group
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Item 10 |
Certification
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CUSIP No. 767292105
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SCHEDULE 13G
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Page 7 of 7 Pages
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Dated: September 7, 2021. | |||
Northern Data AG
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By:
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/s/ Aroosh Thillainathan
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Name:
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Aroosh Thillainathan
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Title:
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Chief Executive Officer
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