Statement of Changes in Beneficial Ownership (4)
February 15 2022 - 04:35PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
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
|
|
| 1. Name
and Address of Reporting Person * SUN VALLEY GOLD
MASTER FUND, LTD |
2. Issuer Name and Ticker or Trading
Symbol VISTA GOLD CORP [ VGZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
INTERNATIONAL MANAGEMENT SERVICES LTD, 3RD FLR, HARBOUR
CTRE, N CHURCH ST BOX61 |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/12/2021
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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)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
7/12/2021 |
|
P |
|
852800 |
A |
$1.10 (3) |
6193815 |
I |
See footnote (1) |
|
Common Shares |
7/12/2021 |
|
P |
|
447200 |
A |
$1.10 (3) |
13728729 |
D (2) |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
|
Warrants |
$1.25 |
7/12/2021 |
|
P |
|
426400 |
|
7/12/2021 |
7/12/2024 |
Common Shares |
426400 |
$1.10 (3) |
426400 |
I |
See footnote (1) |
|
Warrants |
$1.25 |
7/12/2021 |
|
P |
|
223600 |
|
7/12/2021 |
7/12/2024 |
Common Shares |
223600 |
$1.10 (3) |
223600 |
D (2) |
|
| Explanation of
Responses: |
| (1) |
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. |
| (2) |
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. |
| (3) |
The common shares and
warrants purchased on 07/12/2022 were purchased as "Units". Each
Unit consists of one common share and one-half of one common share
purchase warrant. Each whole common share purchase warrant entitles
the holder to purchase one common share at an exercise price of
$1.25 per share. The Unit price of $1.10 reflects the cost to
purchase both the common share and the one-half common share
warrant. |
Remarks:
Each of Sun Valley Gold LLC, Sun Valley Gold Master Fund, Ltd. and
Peter F. Palmedo disclaim beneficial ownership of the reported
securities except to the extent of his or its pecuniary interest
therein, and affirmatively disclaim being a "group" for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
SUN VALLEY GOLD MASTER FUND, LTD
INTERNATIONAL MANAGEMENT SERVICES LTD
3RD FLR, HARBOUR CTRE, N CHURCH ST BOX61
GRAND CAYMAN, E9 KY1-1102 |
|
X |
|
|
SUN VALLEY GOLD LLC
620 SUN VALLEY ROAD
2ND FLR, PO BOX 2211
KETCHUM, ID 83340 |
|
X |
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|
Palmedo Peter F.
C/O SUN VALLEY GOLD LLC
620 SUN VALLEY ROAD 2ND FLR, PO BOX 2211
KETCHUM, ID 83340 |
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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 |
|
2/15/2022 |
| **Signature of
Reporting Person |
Date |
|
Sun Valley Gold LLC, By: Peter F. Palmedo, /s/
Peter F. Palmedo |
|
2/15/2022 |
| **Signature of
Reporting Person |
Date |
|
Peter F. Palmedo, /s/ Peter F.
Palmedo |
|
2/15/2022 |
| **Signature of
Reporting Person |
Date |
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