Lang Stephen A Form 4 HYCROFT MINING HOLDING / STEPHEN A LANG 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^*

LANG STEPHEN A

(Last)

(First)

(Middle)

C/O HYCROFT MINING HOLDING CORPORATION

P.O. BOX 3030

(Street)

WINNEMUCCA

89446

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [ HYMC ]

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)
05/23/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/23/2024		A		35,928⁽¹⁾⁽²⁾	A	$0	82,214⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported transaction relates to the reporting person's receipt of 35,928 restricted stock units ("RSUs") as the reporting person's 2024 annual equity award grant for service as a non-employee member of the issuer's Board of Directors (22,455 RSUs) and as Chairman of the Board (13,473 RSUs), of which 11,228 RSUs and 6,737 RSUs, respectively, vested on May 23, 2024 (the date of grant), and 11,227 RSUs and 6,736 RSUs, respectively, will vest on the earlier of (i) the date of the first annual meeting of stockholders of the issuer occurring after the date of grant, or (ii) May 23, 2025.

2. Each RSU represents a contingent right to receive one share of the issuer's Class A common stock (the "Common Stock"). The RSUs will convert into shares of Common Stock upon vesting; provided, however, that if, on the conversion date, the reporting person is prohibited from trading in the issuer's securities pursuant to applicable securities laws or the issuer's policies, the conversion date shall be, in the determination of the Compensation Committee of the issuer's Board of Directors, the second trading day after the date the reporting person is no longer prohibited from trading.

3. Of this amount, as of May 23, 2024, 17,963 RSUS were unvested and 14,606 vested RSUs have been deferred.

Remarks:

On November 14, 2023, the issuer effectuated a 1-for-10 reverse stock split of its common stock. All transactions and share amounts reported on this Form 4 give effect to the reverse stock split.

	/s/ Stephen A. Lang	05/28/2023
	** 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 Number.

Lang Stephen A Form 4HYCROFT MINING HOLDING / STEPHEN A LANG ownership change