Edward M Karr Form 4 U.S. GOLD / Edward M Karr 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^*

Karr Edward M

(Last) (First) (Middle)

C/O U.S. GOLD CORPORATION

1910 E. IDAHO STREET, SUITE 102-BOX 604

(Street)

ELKO NV 89801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. GOLD CORP. [ USAU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2020

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	09/17/2020		A		30,107(1)	A	$0	184,292(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$14.7(3)	09/17/2020		D(2)			50,000(3)	(2)	12/22/2022	Common Stock	50,000(3)	(2)	0	D
Stock Option (Right to Buy)	$14.7	09/17/2020		A(2)		50,000		(2)	12/22/2022	Common Stock	50,000	(2)	50,000	D

Explanation of Responses:

1. Represents restricted shares of common stock awarded to the reporting person on September 17, 2020. Such shares vested immediately upon grant.

2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on December 22, 2017 and provided for one-quarter vesting on December 22, 2017 and the remaining three-quarters to vest in equal yearly installments over a three-year period. Vesting was accelerated for 12,500 options that otherwise would not vest due to the reporting person's relinquishment of his role as CEO of the Issuer prior to the vesting date. The post-termination exercise period was extended to December 22, 2022.

3. The securities and exercise prices reported in this Form 4 have been adjusted from the time of grant to reflect the Issuer's 1-for-10 reverse stock split effected on March 19, 2020.

	/s/ Edward M. Karr	09/21/2020
	** 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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