| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol VISTA GOLD CORP [ VGZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/12/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 07/12/2021 | P | 852,800 | A | $1.1(3) | 6,193,815 | I | See footnote(1) | ||
| Common Shares | 07/12/2021 | P | 447,200 | A | $1.1(3) | 13,728,729 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants | $1.25 | 07/12/2021 | P | 426,400 | 07/12/2021 | 07/12/2024 | Common Shares | 426,400 | $1.1(3) | 426,400 | I | See footnote(1) | |||
| Warrants | $1.25 | 07/12/2021 | P | 223,600 | 07/12/2021 | 07/12/2024 | Common Shares | 223,600 | $1.1(3) | 223,600 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Common Shares are held in the accounts of advisory clients of Sun Valley Gold LLC and may be deemed to be beneficially owned by Sun Valley Gold LLC and Peter F. Palmedo, the managing member of Sun Valley Gold LLC. |
| 2. The Common Shares are held by Sun Valley Gold Master Fund, Ltd. and may be deemed to be beneficially owned by Sun Valley Gold LLC, the investment manager of Sun Valley Gold Master Fund, Ltd., and Peter F. Palmedo, the managing member of Sun Valley Gold LLC. |
| 3. The common shares and warrants purchased on 07/12/2022 were purchased as "Units". Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at an exercise price of $1.25 per share. The Unit price of $1.10 reflects the cost to purchase both the common share and the one-half common share warrant. |
| Remarks: |
| Each of Sun Valley Gold LLC, Sun Valley Gold Master Fund, Ltd. and Peter F. Palmedo disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| Sun Valley Gold Master Fund, Ltd., By: Peter F. Palmedo, /s/ Peter F. Palmedo | 02/15/2022 | |
| Sun Valley Gold LLC, By: Peter F. Palmedo, /s/ Peter F. Palmedo | 02/15/2022 | |
| Peter F. Palmedo, /s/ Peter F. Palmedo | 02/15/2022 | |
| ** 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 Number. | ||
