Stephen J. Goodman Form 4 LION COPPER & GOLD / Stephen J. Goodman 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^*

Goodman Stephen J.

(Last) (First) (Middle)

1200 - 750 W PENDER STREET

(Street)

VANCOUVER A1 V6C 2T8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LCGMF ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

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								333,334	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
14% Convertible Debentures Due 2024	(1)	03/02/2023		P		$15,000		03/02/2023	11/02/2024	Common Shares	(1)	$0.00	$15,000	D
Warrants	$0.07	03/02/2023		P		212,006		03/02/2023	11/02/2024	Common Shares	212,006	$0.00	212,006	D
Restricted Share Units(2)	$0.00	06/01/2023		J(3)			2,666,667	(4)	(4)	Common Shares	2,666,667	$0.00	0	D
Options	$0.06	07/21/2023		A		1,000,000		07/21/2023	07/21/2028	Common Shares	1,000,000	$0.00	1,000,000	D
Options	$0.06	07/21/2023		A		3,508,772		07/21/2023	07/21/2028	Common Shares	3,508,772	$0.00	3,508,772	D
Warrants	$0.1							09/27/2021	09/27/2024	Common Shares	333,334		333,334	D
Warrants	$0.067							03/08/2022	03/08/2024	Common Shares	223,880		223,880	D
Warrants	$0.07							11/02/2022	11/02/2024	Common Shares	212,006		212,006	D
Options	$0.245(5)							06/18/2021	06/18/2026	Common Shares	500,000		500,000	D
Options	$0.11(5)							09/17/2021	09/17/2026	Common Shares	1,500,000		1,500,000	D
Options	$0.067							05/25/2022	05/25/2027	Common Shares	700,000		700,000	D
Options	$0.067							05/25/2022	05/25/2027	Common Shares	1,470,000		1,470,000	D
14% Convertible Debentures Due 2024	(6)							07/08/2022	03/08/2024	Common Shares	(6)		$15,000	D
14% Convertible Debentures Due 2024	(1)							11/02/2022	11/02/2024	Common Shares	(1)		$15,000	D

Explanation of Responses:

1. Conversion price is $0.07 per share until 1-2-24 and thereafter is $0.074 per share

2. Each RSU represented a contingent right to receive one common share of the issuer

3. The 2,666,667 RSUs were canceled on 6-1-23 pursuant to an agreement between the issuer and the reporting person

4. The RSUs were granted to the reporting person on 9-17-21. 1,333,333 RSUs were scheduled to vest on 6-3-23 and the remainder were scheduled to vest on 6-3-24

5. Price is in Canadian dollars

6. Conversion price is $0.067 per share until 7-8-23 and thereafter is $0.078 per share

	/s/ Stephen J. Goodman	06/27/2023
	** 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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