Statement of Changes in Beneficial Ownership (4)
March 12 2018 - 4:51PM
Edgar (US Regulatory)
FORM 4
[ ]
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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Earnest Frederick Hume
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2. Issuer Name
and
Ticker or Trading Symbol
VISTA GOLD CORP
[
VGZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2018
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(Street)
LITTLETON, CO 80127
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/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
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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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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Common Shares
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3/9/2018
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A
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69600
(1)
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A
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$0
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1061197
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D
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Common Shares
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3/9/2018
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F
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28539
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D
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$0.75
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1032658
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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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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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$0.75
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3/9/2018
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A
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100000
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(2)
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3/9/2023
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Common Shares
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100000
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$0
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100000
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D
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Restricted Stock Units
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$0
(3)
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3/9/2018
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A
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126000
(3)
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3/9/2019
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3/9/2019
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Common Shares
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126000
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$0
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126000
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D
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Explanation of Responses:
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(1)
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On March 5, 2017, the reporting person was granted performance-based restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of VGZ common stock. The established performance criteria was determined to have been met for the RSUs reported above on March 9, 2018.
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(2)
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The options vest as follows: 33,333 on 3/9/2018; 33,333 on 3/9/2019; and 33,334 on 3/9/2020
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(3)
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Each restricted stock unit represents a contingent right to receive one share of VGZ common stock ("RSU"). Vesting of the RSUs will occur on 3/9/2019, subject to the reporting person's continuing employment with the Issuer. VESTING OF THE RSU GRANTS IS ALSO SUBJECT TO PERFORMANCE AND MARKET PRICE CRITERIA AND THE RSUs WILL NOT NECESSARILY VEST OR CONVERT INTO NON-DERIVATIVE SECURITIES TO BE BENEFICIALLY OWNED BY THE REPORTING PERSON.
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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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Earnest Frederick Hume
C/O VISTA GOLD CORP.
7961 SHAFFER PARKWAY, SUITE 5
LITTLETON, CO 80127
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X
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President and CEO
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Signatures
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/s/ Connie Martinez as attorney-in-fact for Frederick Hume Earnest
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3/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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