Frederick Hume Earnest - Mar 4, 2025 Form 4 Insider Report for VISTA GOLD CORP (VGZ)

Signature
/s/ Glenn Cowan as attorney-in-fact for Frederick Hume Earnest
Stock symbol
VGZ
Transactions as of
Mar 4, 2025
Transactions value $
-$110,964
Form type
4
Date filed
3/6/2025, 08:38 PM
Previous filing
Mar 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VGZ Common Shares Options Exercise +334K +16.94% 2.3M Mar 5, 2025 Direct F1
transaction VGZ Common Shares Tax liability -$111K -154K -6.69% $0.72 2.15M Mar 5, 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VGZ Restricted Stock Units Award $0 +324K $0.00 324K Mar 4, 2025 Common Shares 324K Direct F1, F3
transaction VGZ Restrictred Stock Units Options Exercise $0 -32.3K -100% $0.00 0 Mar 5, 2025 Common Shares 32.3K Direct F1, F4
transaction VGZ Restricted Stock Units Options Exercise $0 -242K -69.45% $0.00 106K Mar 5, 2025 Common Shares 242K Direct F1, F5
transaction VGZ Restricted Stock Units Disposed to Issuer $0 -67.8K -63.66% $0.00 38.7K Mar 5, 2025 Common Shares 67.8K Direct F1, F5
transaction VGZ Restricted Stock Units Options Exercise $0 -59.7K -9.99% $0.00 537K Mar 5, 2025 Common Shares 59.7K Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
F2 Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs reported in Table II.
F3 The RSUs vest as follows: 97,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 227,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
F4 242,000 RSUs were granted on March 2, 2022, vesting as follows: 97,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 145,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
F5 387,000 RSUs were granted on March 5, 2023, vesting as follows: 116,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 271,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
F6 597,000 RSUs were granted on February 26, 2024, vesting as follows: 179,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 418,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.