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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Earnest Frederick Hume
(Last) (First) (Middle)
C/O VISTA GOLD CORP.
8310 S. VALLEY HIGHWAY, SUITE 300
(Street)
ENGLEWOOD CO 80112
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024
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)
Code V Amount (A) or (D) Price
Common Shares 03/05/2024 M 26,000 A (1) 1,886,000 D
Common Shares 03/05/2024 M 141,083 A (1) 2,027,083 D
Common Shares 03/05/2024 M 38,666 A (1) 2,065,749 D
Common Shares 03/05/2024 F(2) 95,010 D $0.41 1,970,739 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 03/05/2024 M 26,000 (3) (3) Common Shares 26,000 $0 0 D
Restricted Stock Units (1) 03/05/2024 M 141,083 (4) (4) Common Shares 141,083 $0 68,584 D
Restricted Stock Units (1) 03/05/2024 D 36,250 (4) (4) Common Shares 36,250 $0 32,334 D
Restricted Stock Units (1) 03/05/2024 M 38,666 (5) (5) Common Shares 38,666 $0 348,334 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs reported in Table II.
3. 279,000 RSUs were granted February 23, 2021, vesting as follows: 78,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 117,000 on February 23, 2023, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
4. 242,000 RSUs were granted March 2, 2022, vesting as follows: 97,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 145,000 on March 2, 2024, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
5. 387,000 RSUs were granted March 5, 2023, vesting as follows: 116,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the issuer; and 271,000 on March 5, 2025, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
/s/ Glenn Cowan as attorney-in-fact for Frederick Hume Earnest 03/06/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Vista Gold (AMEX:VGZ)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Vista Gold Charts.
Vista Gold (AMEX:VGZ)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Vista Gold Charts.