Dakota Gold (DC) Form 4 Dakota Gold / Jonathan T. Awde 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^*

Awde Jonathan T.

(Last) (First) (Middle)

106 GLENDALE DRIVE, SUITE A

(Street)

LEAD SD 57754

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dakota Gold Corp. [ DC ]

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)
09/02/2022

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	09/02/2022		A		33,223(1)	A	$0	123,411	D
Common Stock								82,786	I	By GPO Holdings Corp.
Common Stock								5,772,091	I	By JCTA Capital Management Corp.
Common Stock								180,377	I	By spouse
Common Stock								216,453	I	By trusts(1)

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 Options	$3.01	09/02/2022		A		139,688		05/11/2023(2)	09/02/2027	Common Stock	139,688	$0	139,688	D
Performance Share Units	(3)	09/02/2022		A		33,435		(3)	(3)	Common Stock	33,435	$0	33,435	D

Explanation of Responses:

1. Represents restricted stock units ("RSU"). Each RSU represents a contingent right to receive one share of Dakota Gold Corp. common stock. The RSUs are scheduled to vest in three equal tranches on May 11, 2023, May 11, 2024 and May 11, 2025.

2. The options are scheduled to vest in three equal tranches on May 11, 2023, May 11, 2024 and May 11, 2025.

3. Each performance share unit ("PSU") represents a contingent right to receive one share of Dakota Gold Corp. common stock, which can vest between 50% - 200% of the target number of shares, based on relative total stockholder return of Dakota Gold Corp. as compared to the MVIS Global Junior Gold Miners Index. The PSUs are scheduled to vest in three equal tranches on May 11, 2023, May 11, 2024 and May 11, 2025.

	/s/ Daniel Cherniak, as attorney-in-fact for Jonathan Awde	09/07/2022
	** 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).
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