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
                                                                                  
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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 * Tobler Douglas L. 2. Issuer Name and Ticker or Trading Symbol VISTA GOLD CORP [ VGZ ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO
(Last)          (First)          (Middle)
C/O VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5
3. Date of Earliest Transaction (MM/DD/YYYY)
3/2/2022
(Street)
LITTLETON, CO 80127
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. 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  3/2/2022    M    52657  A  (1) 152628  D   
Common Shares  3/2/2022    M    133000  A  (1) 285628  D   
Common Shares  3/2/2022    F    82769 (2) D $0.84  202859  D   

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
Restricted Stock Units   (1) 3/2/2022    M        52657    (3) 2/23/2024  Common Shares  52657  $0  91343  D   
Restricted Stock Units   (1) 3/2/2022    D        3676    (3) 2/23/2024  Common Shares  3676  $0  87667  D   
Restricted Stock Units   (1) 3/2/2022    M        133000    (4) 3/1/2023  Common Shares  133000  $0  24000  D   
Restricted Stock Units   (1) 3/2/2022    A     125000       (5) 3/2/2025  Common Shares  125000  $0  125000  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 185,657 restricted stock units granted to the reporting person on March 1, 2020, and February 23, 2021.
(3)  144,000 RSUs were granted on February 23, 2021, and vest as follows: 40,000 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 61,000 on February 23, 2023, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 43,000 RSUs are subject to performance criteria, vesting on February 23, 2022. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
(4)  259,000 RSUs were granted on March 1, 2020, and vest as follows: 72,000 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 109,000 on March 1, 2022, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 78,000 RSUs were subject to performance criteria, vesting on March 1, 2021. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
(5)  The RSUs granted on March 2, 2022, vest as follows: 50,000 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 75,000 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tobler Douglas L.
C/O VISTA GOLD CORP.
7961 SHAFFER PARKWAY, SUITE 5
LITTLETON, CO 80127


CFO

Signatures
/s/ Paula J. Shade as attorney-in-fact for Douglas L. Tobler 3/4/2022
**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 control number.
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