Statement of Changes in Beneficial Ownership (4)
April 13 2018 - 3:43PM
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
*
SUN VALLEY GOLD MASTER FUND, LTD
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
INTERNATIONAL MANAGEMENT SERVICES LTD, 3RD FLR, HARBOUR CTRE, N CHURCH ST BOX61
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2018
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(Street)
GRAND CAYMAN, E9 KY1-1102
(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)
___ Form filed by One Reporting Person
_
X
_ 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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3/27/2018
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S
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1374592
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D
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$0.755
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5341015
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I
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See Footnote
(1)
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Common Shares
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3/27/2018
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P
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1374592
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A
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$0.755
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13281529
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D
(2)
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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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Explanation of Responses:
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(1)
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The Common Shares are held in the accounts of advisory clients of Sun Valley Gold LLC and may be deemed to be beneficially owned by Sun Valley Gold LLC and Peter F. Palmedo, the managing member of Sun Valley Gold LLC. Peter F. Palmedo and Sun Valley Gold LLC are included in this Form 4 filing as reporting persons for the first time as a correction to previous Form 3 and Form 4 filings. Peter F. Palmedo and Sun Valley Gold LLC may be deemed to have been beneficial owners of securities of the Issuer as of the Form 3 filed by Sun Valley Gold Master Fund, Ltd. on July 31, 2012. This Form 4 filing serves to correct the Form 3 filing on July 31, 2012 as well as the Form 4 filings by Sun Valley Gold Master Fund, Ltd. on December 21, 2012, August 19, 2016, August 22, 2016 and August 24, 2016.
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(2)
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The Common Shares are held by Sun Valley Gold Master Fund, Ltd. and may be deemed to be beneficially owned by Sun Valley Gold LLC, the investment manager of Sun Valley Gold Master Fund, Ltd., and Peter F. Palmedo, the managing member of Sun Valley Gold LLC.
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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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SUN VALLEY GOLD MASTER FUND, LTD
INTERNATIONAL MANAGEMENT SERVICES LTD
3RD FLR, HARBOUR CTRE, N CHURCH ST BOX61
GRAND CAYMAN, E9 KY1-1102
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X
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SUN VALLEY GOLD LLC
620 SUN VALLEY ROAD
P.O. BOX 2759
SUN VALLEY, ID 83353
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X
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Palmedo Peter F.
620 SUN VALLEY ROAD
P.O. BOX 2759
SUN VALLEY, ID 83353
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X
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Signatures
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Sun Valley Gold Master Fund, Ltd., By: Peter F. Palmedo /s/ Peter F. Palmedo
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4/13/2018
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**
Signature of Reporting Person
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Date
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Sun Valley Gold LLC By: /s/ Peter F. Palmedo
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4/13/2018
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**
Signature of Reporting Person
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Date
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/s/ Peter F. Palmedo
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4/13/2018
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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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