| 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)
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2. Issuer Name and Ticker or Trading Symbol
GOLD RESOURCE CORP [ GORO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2024 | ||||||||||||||||||||||||||
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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 Stock | 03/14/2024 | M | 63,116 | A | (1) | 258,646 | D | |||
| Common Stock | 03/14/2024 | D | 63,116 | D | $0.3309 | 195,530 | D | |||
| Common Stock | 03/17/2024 | F | 14,639(2) | D | $0.38 | 180,891 | D | |||
| Common Stock | 03/21/2024 | F | 17,379(3) | D | $0.395 | 163,512 | D | |||
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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 | ||||||||
| PSU(1) | (4) | 03/14/2024 | M | 63,116 | (1) | (1) | Common Stock | 63,116 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents Performance Share Units ("PSUs") granted on 03/31/2022 under Gold Resource Corporation's 2016 Equity Incentive Plan, which vested on December 31, 2023. Each PSU vested for one share of the Company's common stock. On 03/14/2024, the PSUs were paid out in cash. |
| 2. Represents restricted stock units issued under Gold Resource Corporation's 2016 Equity Incentive Plan and forfeited to cover the tax liability through net-settlement for the RSUs vested and redeemed on 03/17/2024. |
| 3. Represents restricted stock units issued under Gold Resource Corporation's 2016 Equity Incentive Plan and forfeited to cover the tax liability through net-settlement for the RSUs vested and redeemed on 03/21/2024. |
| 4. Each performance share unit represents the right to receive up to 1.5 shares of the Company's common shares on the vesting date, depending on the Company's performance compared to a group of peer companies. The conversion of the performance share unit was incorrectly stated in the reporting person's prior Form 4 filed on 03/17/2023. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Chet Holyoak as attorney-in-fact for Alberto Reyes | 04/10/2024 | |
| ** 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). | ||
| 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. | ||
