Joseph S Compofelice Form 4 Contango ORE / JOSEPH S COMPOFELICE ownership change

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).

1. Name and Address of Reporting Person^*

COMPOFELICE JOSEPH S

(Last) (First) (Middle)

516 2ND AVENUE, SUITE 401

(Street)

FAIRBANKS AK 99701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Contango ORE, Inc. [ CTGO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	01/08/2024		A		15,000(1)	A	$0(1)	169,704	D
Common Stock, par value $0.01								5,500	I	See footnote(2)
Common Stock, par value $0.01								5,500	I	See footnote(3)
Common Stock, par value $0.01								2,000	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 8, 2024, the Company issued 15,000 shares of restricted stock to the reporting person with a vesting date of January 8, 2027.

2. This reporting person is a trustee of Charlie Compofelice UTMA Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

3. This reporting person is a trustee of Sylvia Compofelice UTMA Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

4. This reporting person is a trustee of Compofelice Educational Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

	/s/ Mike Clark as Attorney in Fact for Joseph S. Compofelice	01/10/2024
	** 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).
Note: 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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