Hycroft Mining Holding (HYMC) Form 4 HYCROFT MINING HOLDING / DIANE R GARRETT 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^*

GARRETT DIANE R

(Last) (First) (Middle)

C/O HYCROFT MINING HOLDING CORPORATION

P.O. BOX 3030

(Street)

WINNEMUCCA NV 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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2024

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
Class A Common Stock	03/25/2024		S(1)		1,498(1)	D	$2.16(2)	211,045(3)	D
Class A Common Stock	04/25/2024		S(1)		7,783(1)	D	$3.76(2)	203,262(4)	D
Class A Common Stock	05/23/2024		A(1)		60,000(5)	D	$0	263,262(6)	D
Class A Common Stock								800	I	Through spouse's IRA

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

Explanation of Responses:

1. Represents the sale of shares of common stock in order to facilitate the payment of taxes related to vested restricted stock units ("RSUs") held by the reporting person that were converted to shares of common stock.

2. The sale price represents the weighted average sale price of the shares sold.

3. Of this amount, 132,506 were unvested RSUs as of March 25, 2024.

4. Of this amount, 132,506 were unvested RSUs as of April 25, 2024.

5. Represents the award of RSUs by the issuer. Subject to the reporting person's continued employment with the issuer, 33% of the RSUs vest on each of May 23, 2025 and May 23, 2026 and 34% vest on May 23, 2027. Each RSU represents a contingent right to receive one share of the issuer's Class A common stock (the "Common Stock"). On the respective vesting date, vested RSUs will convert into shares of Common Stock; provided, however, that if, on that conversion date, the reporting person is prohibited from trading in the issuer's securities pursuant to applicable securities laws or the Company's policies, the conversion date shall be, in the determination of the Compensation Committee of the issuer's Board of Directors, the 2nd trading day after the date the reporting person is no longer prohibited from such trading.

6. Of this amount, 192,506 were unvested RSUs as of May 23, 2024.

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/ Diane R. Garrett	05/28/2024
	** 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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