John Arthur Begeman Form 3 i-80 Gold / John Arthur Begeman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Begeman John Arthur

(Last)

(First)

(Middle)

C/O I-80 GOLD CORP.

5190 NEIL ROAD, SUITE 460

(Street)

RENO

89820

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
i-80 Gold Corp. [ IAUX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	722,723	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	03/10/2025	Common Shares	187,200	0.86⁽²⁾	D
Stock Options (Right to Buy)	⁽¹⁾	04/26/2026	Common Shares	50,000	2.14⁽³⁾	D
Stock Options (Right to Buy)	⁽¹⁾	05/26/2026	Common Shares	34,000	1.21⁽⁴⁾	D
Stock Options (Right to Buy)	⁽¹⁾	02/04/2027	Common Shares	47,887	2.05⁽⁵⁾	D
Stock Options (Right to Buy)	⁽¹⁾	10/04/2027	Common Shares	85,000	1.19⁽⁶⁾	D
Stock Options (Right to Buy)	⁽¹⁾	02/09/2028	Common Shares	102,000	1.77⁽⁷⁾	D
Stock Options (Right to Buy)	⁽⁸⁾	02/22/2028	Common Shares	35,811	2.37⁽⁹⁾	D
Deferred Share Units⁽¹⁰⁾	⁽¹¹⁾	⁽¹²⁾	Common Shares	8,549	0	D
Deferred Share Units⁽¹⁰⁾	⁽¹¹⁾	⁽¹²⁾	Common Shares	8,192	0	D
Deferred Share Units⁽¹⁰⁾	⁽¹¹⁾	⁽¹²⁾	Common Shares	18,204	0	D
Deferred Share Units⁽¹⁰⁾	⁽¹³⁾	⁽¹³⁾	Common Shares	15,756	0	D
Restricted Share Units⁽¹⁴⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	38,462	0	D

Explanation of Responses:

1. Stock options are fully vested.

2. Converted from the exercise price of C$1.18 at C$1.00=US$0.7283.

3. Converted from the exercise price of C$2.66 at C$1.00=US$0.8057.

4. Converted from the exercise price of C$1.47 at C$1.00=US$0.8258.

5. Converted from the exercise price of C$2.62 at C$1.00=US$0.7838.

6. Converted from the exercise price of C$1.62 at C$1.00=US$0.7367.

7. Converted from the exercise price of C$2.38 at C$1.00=US$0.7448.

8. Stock options were granted on February 22, 2023 and vest as follows: one-third on February 22, 2023, one-third on February 22, 2024, and one-third on February 22, 2025.

9. Converted from the exercise price of C$3.21 at C$1.00=US$0.7384.

10. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until the separation of the reporting person as a director of the Issuer.

11. The DSUs vested immediately upon issuance.

12. The DSUs do not expire.

13. The DSUs were granted on February 22, 2023 and vest as follows: one-third on September 1, 2023, one-third on September 1, 2024, and one-third on September 1, 2025.

14. Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Vested RSUs settle in cash or shares at the discretion of the Issuer as soon as administratively feasible following the vesting date.

15. Represents grant of 47,692 RSUs on February 22, 2024. As of the date of this Form 38,462 RSUs remain unvested and shall vest as follows: one-half on September 1, 2025, and one-half on September 1, 2026.

	John Begeman	12/30/2024
	** 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 5 (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.
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John Arthur Begeman Form 3i-80 Gold / John Arthur Begeman ownership change