CUSIP No: 767292105
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Riot Blockchain, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
767292105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No: 767292105
| (1) | Names
of Reporting Persons Susquehanna Investment Group | |||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| (3) | SEC Use Only | |||
| (4) | Citizenship
or Place of Organization Pennsylvania | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 144,467 (1) | ||
| (6) | Shared
Voting Power 4,763,591 (1) | |||
| (7) | Sole
Dispositive Power 144,467 (1) | |||
| (8) | Shared
Dispositive Power 4,763,591 (1) | |||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,763,591 (1) | |||
| (10) | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| (11) | Percent
of Class Represented by Amount in Row (9) 4.0% | |||
| (12) | Type
of Reporting Person (See Instructions) BD, PN | |||
(1) Susquehanna Investment Group and Susquehanna Securities,
LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that
each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting
persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.
Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 767292105
| (1) | Names
of Reporting Persons Susquehanna Securities, LLC | ||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| (3) | SEC Use Only | ||||
| (4) | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 4,619,124 (1) | |||
| (6) | Shared
Voting Power 4,763,591 (1) | ||||
| (7) | Sole
Dispositive Power 4,619,124 (1) | ||||
| (8) | Shared
Dispositive Power 4,763,591 (1) | ||||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,763,591 (1) | ||||
| (10) | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| (11) | Percent
of Class Represented by Amount in Row (9) 4.0% | ||||
| (12) | Type
of Reporting Person (See Instructions) BD, OO | ||||
(1) Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 767292105
| Item 1. | |||||
| (a) | Name of Issuer
Riot Blockchain, Inc. (the “Company”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices
202 6th Street, Suite 401, Castle Rock, CO 80104 | ||||
| Item 2(a). | Name of Person Filing
This statement is filed by the entity listed below (referred to herein as the “Reporting Person”) with respect to the shares of common stock, no par value, of the Company (the “Shares”).
(i) Susquehanna Investment Group (ii) Susquehanna Securities, LLC | ||||
| Item 2(b). | Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of Susquehanna Investment Group and Susquehanna Securities, LLC is:
401 E. City Avenue Suite 220 Bala Cynwyd, PA 19004 | ||||
| Item 2(c). | Citizenship Citizenship is set forth in Row 4 of the cover page for the Reporting Person and is incorporated herein by reference. | ||||
| Item 2(d). | Title
of Class of Securities Common Stock, no par value | ||||
| Item 2(e) | CUSIP Number 767292105 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
| (a) | x | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |||
| (k) | ¨ | Group, in accordance with rule 13d–1(b)(1)(ii)(K). | |||
| If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: | |||||
CUSIP No: 767292105
| Item 4. | Ownership |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.
The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 1,631,800 Shares. The number of Shares reported as beneficially owned by Susquehanna Investment Group includes options to buy 109,700 Shares.
The Company’s Prospectus Supplement (to Prospectus dated August 31, 2021, Registration No. 333-259212), filed on December 1, 2021, indicates that there were 116,583,400 Shares outstanding as of December 1, 2021. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
CUSIP No: 767292105
| Item 10. | Certification |
| By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: February 11, 2022
| SUSQUEHANNA INVESTMENT GROUP | SUSQUEHANNA SECURITIES, LLC | |||
| By: | /s/ Brian Sopinsky | By: | /s/ Brian Sopinsky | |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky | |
| Title: | General Counsel | Title: | Secretary | |
CUSIP No: 767292105
EXHIBIT INDEX
| EXHIBIT | DESCRIPTION | |
| I | Joint Filing Agreement |
CUSIP No: 767292105
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Riot Blockchain, Inc., no par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 11, 2022
| SUSQUEHANNA INVESTMENT GROUP | SUSQUEHANNA SECURITIES, LLC | |||
| By: | /s/ Brian Sopinsky | By: | /s/ Brian Sopinsky | |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky | |
| Title: | General Counsel | Title: | Secretary | |