Gold Resource (GORO) Form 4 GOLD RESOURCE / ALLEN J PALMIERE 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^*

PALMIERE ALLEN J

(Last) (First) (Middle)

7900 E. UNION AVE, SUITE 320

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLD RESOURCE CORP [ GORO ]

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)
04/29/2024

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(1)	04/29/2024		A		269,519	A	$0	668,393	D
Common Stock(2)	04/29/2024		A		313,165	A	$0	981,558	D

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
PSU(3)	(3)	04/29/2024		A		269,519		(3)	(3)	common stock	269,519	$0	269,519	D

Explanation of Responses:

1. Represents restricted stock units issued ("RSUs") under Gold Resource Corporation's 2016 Equity Incentive Plan that were granted under the Long Term Incentive Plan. The RSUs are scheduled to vest in three equal tranches on January 1,2025, January 1, 2026, and January 1, 2027.

2. Represents restricted stock units issued ("RSUs") under Gold Resource Corporation's 2016 Equity Incentive Plan that were granted in lieu of the 2023 bonus. The RSUs are scheduled to vest in three equal tranches on January 1,2025, January 1, 2026, and January 1, 2027.

3. Represents Performance Share Units ("PSUs") granted on 04/29/2024 under Gold Resource Corporation's 2016 Equity Incentive Plan and will vest on January 1, 2027. Each PSU represents the right to receive the value of up to 1.5 shares of the Company's common stock in cash or common shares at the discretion of the Compensation Committee.

	/s/ Chet Holyoak as attorney-in-fact for Allen Palmiere	05/06/2024
	** 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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