U.S. Gold (USAU) Form 3 U.S. GOLD / George M Bee 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^*

Bee George M

(Last) (First) (Middle)

3314 MEADOWS DRIVE

(Street)

PARK CITY UT 84060

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2020

3. Issuer Name and Ticker or Trading Symbol
U.S. GOLD CORP. [ USAU ]

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

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

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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series H Convertible Preferred Stock	(1)	(1)	Common Stock	148,820(2)	0.001	D

Explanation of Responses:

1. Each share of Series H Convertible Preferred Stock shall convert into Common Stock on a 1 for 10 basis at the holder's election following receipt of approval by the requisite vote of the Issuer's stockholders at the Issuer's next annual general meeting, to be held on or about 10/27/2020, and has no expiration date.

2. Mr. Bee has the right to acquire 148,820 shares of common stock upon the conversion of his 14,882 shares of Series H Convertible Preferred Stock.

	/s/ George Bee	08/19/2020
	** 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).
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