Form 4 - Statement of changes in beneficial ownership of securities

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

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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^*

Goldman Rachel Louise

(Last)

(First)

(Middle)

665 ANDERSON STREET

(Street)

WINNEMUCCA

89445

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Gold Nevada Corp. [ PZG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RSU	⁽¹⁾	01/26/2024		A		88,750		⁽²⁾	⁽³⁾	Common Stock	88,750	$0.00	338,750	D
RSU	⁽¹⁾	01/26/2024		A		88,750		⁽⁴⁾	⁽⁵⁾	Common Stock	88,750	$0.00	427,500	D
RSU	⁽¹⁾	01/26/2024		A		88,750		⁽⁶⁾	⁽⁷⁾	Common Stock	88,750	$0.00	516,250	D
RSU	⁽¹⁾	01/26/2024		A		88,750		⁽⁸⁾	⁽⁹⁾	Common Stock	88,750	$0.00	605,000	D

Explanation of Responses:

1. Each restricted stock unit is equivalent to one share of the Company's common stock.

2. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and vest provided the Company's share price outperforms the average share price performance of the 13 identified peer group companies by 10% over the 12-month period from date of RSU grant.

3. The restricted stock units will vest and be delivered to the reporting person upon the Company's share price outperforming the average share price performance of the 13 identified peer group companies by 10% over the 12-month period from date of RSU grant.

4. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest upon the Company's share price outperforming the average share price of the 13 peer group companies over the second year from the date of the RSU grant.

5. The restricted stock units will vest and be delivered to the reporting person upon the Company's share price outperforming the average share price of the 13 peer group companies over the second year from the date of the RSU grant.

6. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest delivery of the draft Consolidated Permit Package from DOGAMI for Grassy Mountain.

7. The restricted stock units will vest and be delivered to the reporting person upon the delivery of the draft Consolidated Permit Package from DOGAMI for Grassy Mountain project.

8. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest four years from the date of grant.

9. The restricted stock units will vest and be delivered to the reporting person four years from date of grant.

	Rachel Goldman	01/31/2024
	** 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).
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