John W. Rozelle Form 4 VISTA GOLD / John W. Rozelle 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^*

Rozelle John W.

(Last) (First) (Middle)

C/O VISTA GOLD CORP.

7961 SHAFFER PARKWAY, SUITE 5

(Street)

LITTLETON CO 80127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2023

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 Shares	03/05/2023		M		16,000	A	(1)	471,513	D
Common Shares	03/05/2023		M		49,217	A	(1)	520,730	D
Common Shares	03/05/2023		M		12,333	A	(1)	533,063	D
Common Shares	03/05/2023		F(2)		36,447	D	$0.5248	496,616	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
Restricted Stock Units	(1)	03/05/2023		M			16,000	(3)	(3)	Common Shares	16,000	$0	0	D
Restricted Stock Units	(1)	03/05/2023		M			49,217	(4)	(4)	Common Shares	49,217	$0	14,783	D
Restricted Stock Units	(1)	03/05/2023		D			4,783	(4)	(4)	Common Shares	4,783	$0	10,000	D
Restricted Stock Units	(1)	03/05/2023		M			12,333	(5)	(5)	Common Shares	12,333	$0	79,667	D
Restricted Stock Units	(1)	03/05/2023		A		107,000		(6)	(6)	Common Shares(6)	107,000	$0	107,000	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 RSUs reported in Table II.

3. 172,000 RSUs were granted on March 1, 2020, and vest as follows: 48,000 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 72,000 on March 1, 2022, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 52,000 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

4. 106,000 RSUs were granted on February 23, 2021, and vest as follows: 30,000 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 44,000 on February 23, 2023, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 32,000 RSUs are subject to performance criteria, and vested on February 23, 2022. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.

5. The RSUs were granted on March 2, 2022, and vest as follows: 37,000 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 55,000 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.

6. The RSUs granted March 5, 2023, vest as follows: 32,000 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 75,000 on March 5, 2025, 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.

	/s/ Paula J. Shade as attorney-in-fact for John W. Rozelle	03/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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