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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 08/11/2016 | M | 20,800 | (1) | (1) | Common Shares | 20,800 | $ 0 | 38,400 | D | ||||
Restricted Stock Units | (2) | 08/11/2016 | M | 45,000 | (2) | (2) | Common Shares | 45,000 | $ 0 | 30,000 | D | ||||
Restricted Stock Units | (3) | 08/11/2016 | M | 25,200 | (3) | (3) | Common Shares | 25,200 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RICHINGS MICHAEL B C/O VISTA GOLD CORP. 7961 SHAFFER PARKWAY, SUIE 5 LITTLETON, CO 80127 |
X |
/s/ Connie Martinez, as attorney-in-fact for Michael B. Richings | 08/15/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Partial vesting of grant of 64,000 RSUs on 7/28/15, previously reported on a Form 4 filed with the SEC on 7/30/15. Each RSU represents a contingent right to receive one share of VGZ common stock. Total does not include 4,800 shares underlying performance share awards previously reported on the Form 4 filed 7/30/15, which were forfeited due to failure to achieved the specified performance criteria. Vesting of 40% of the RSUs will occur on 7/28/17, subject to share price performance criteria for the Issuer's common shares. The remaining 20% of the grant will vest on the 2nd and 3rd year anniversaries of the grant. VESTING OF THE REMAINING RSUs IS SUBJECT TO PERFORMANCE AND MARKET PRICE CRITERIA AND THE RSUs WILL NOT NECESSARILY VEST OR CONVERT INTO NON-DERIVATIVE SECURITIES TO BE BENEFICIALLY OWNED BY THE REPORTING PERSON. |
(2) | Partial vesting of grant of 75,000 RSUs on 7/29/14, previously reported on a Form 4 filed with the SEC on 7/31/14. Each RSU represents a contingent right to receive one share of VGZ common stock. Vesting of the 45,000 RSUs was subject to the reporting person meeting annual performance criteria. Vesting of the remaining 30,000 RSUs is contingent upon share price performance criteria for the Issuer's common shares. VESTING OF THE REMAINING RSUs IS SUBJECT TO MARKET PRICE CRITERIA AND WILL NOT NECESSARILY VEST OR CONVERT INTO NON-DERIVATIVE SECURITIES TO BE BENEFICIALLY OWNED BY THE REPORTING PERSON. |
(3) | Partial vesting of grant of 63,000 RSUs on 8/9/13, previously reported on a Form 4 filed with the SEC on 8/12/13. Each RSU represents a contingent right to receive one share of VGZ common stock. Vesting of the RSUs was subject to the reporting person meeting annual performance criteria. |