Statement of Changes in Beneficial Ownership (4)
March 04 2022 - 05:22PM
Edgar (US Regulatory)
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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
|
|
| 1. Name
and Address of Reporting Person * Earnest Frederick
Hume |
2. Issuer Name and Ticker or Trading
Symbol VISTA GOLD CORP [ VGZ ] |
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 |
|
(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)
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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 |
|
107165 |
A |
(1) |
1649369 |
D |
|
|
Common Shares |
3/2/2022 |
|
M |
|
239333 |
A |
(1) |
1888702 |
D |
|
|
Common Shares |
3/2/2022 |
|
F |
|
156420 (2) |
D |
$0.84 |
1732282 |
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 |
$0 |
3/2/2022 |
|
M |
|
|
107165 |
(3) |
2/23/2024 |
Common Shares |
107165 |
(1) |
171835 |
D |
|
|
Restricted Stock Units |
$0 |
3/2/2022 |
|
D |
|
|
2835 |
(3) |
2/23/2024 |
Common Shares |
2835 |
(1) |
169000 |
D |
|
|
Restricted Stock Units |
$0 |
3/2/2022 |
|
M |
|
|
239333 |
(4) |
3/1/2023 |
Common Shares |
239333 |
(1) |
43334 |
D |
|
|
Restricted Stock Units |
$0 |
3/2/2022 |
|
A |
|
242000 |
|
(5) |
3/2/2025 |
Common Shares |
242000 |
(1) |
242000 |
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 346,498 RSUs granted to the reporting person on
March 1, 2020, and February 23, 2021. |
| (3) |
279,000 RSUs were granted on
February 23, 2021, and vest as follows: 78,000 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 117,000 on February 23, 2023, contingent on
share price performance criteria for the Issuer's common shares
during the 2-year vesting period. The remaining 84,000 RSUs were
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) |
466,000 RSUs were granted on
March 1, 2020, and vest as follows: 130,000 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 196,000 on March 1, 2022, contingent on share price
performance criteria for the Issuer's common shares during the
2-year vesting period. The remaining 140,000 RSUs were subject to
performance criteria and vested on March 1, 2021. Settlement of
vested RSUs will occur as soon as administratively feasible
following the vesting date. |
| (5) |
The RSUs granted March 2,
2022, vest as follows: 97,000 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 145,000 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 |
Earnest Frederick Hume
C/O VISTA GOLD CORP.
7961 SHAFFER PARKWAY, SUITE 5
LITTLETON, CO 80127 |
X |
|
President and CEO |
|
Signatures
|
|
/s/ Paula J. Shade as attorney-in-fact for
Frederick Hume Earnest |
|
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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