Frederick Hume Earnest - Mar 5, 2023 Form 4 Insider Report for VISTA GOLD CORP (VGZ)

Role: President and CEO, Director
Signature: /s/ Paula J. Shade as attorney-in-fact for Frederick Hume Earnest
Stock symbol: VGZ
Transactions as of: Mar 5, 2023
Transactions value $: -$53,127
Form type: 4
Date filed: 3/7/2023, 08:11 PM
Previous filing: May 3, 2022
Next filing: Feb 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VGZ	Common Shares	Options Exercise		+43.3K	+2.47%		1.8M	Mar 5, 2023	Direct	F1
transaction	VGZ	Common Shares	Options Exercise		+130K	+7.24%		1.93M	Mar 5, 2023	Direct	F1
transaction	VGZ	Common Shares	Options Exercise		+32.3K	+1.68%		1.96M	Mar 5, 2023	Direct	F1
transaction	VGZ	Common Shares	Tax liability	-$53.1K	-101K	-5.16%	$0.52	1.86M	Mar 5, 2023	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	Options Exercise	$0	-43.3K	-100%	$0.00^*	0	Mar 5, 2023	Common Shares	43.3K		Direct	F1, F3
transaction	VGZ	Restricted Stock Units	Options Exercise	$0	-130K	-77.09%	$0.00	38.7K	Mar 5, 2023	Common Shares	130K		Direct	F1, F4
transaction	VGZ	Restricted Stock Units	Disposed to Issuer	$0	-12.7K	-32.85%	$0.00	26K	Mar 5, 2023	Common Shares	12.7K		Direct	F1, F4
transaction	VGZ	Restricted Stock Units	Options Exercise	$0	-32.3K	-13.36%	$0.00	210K	Mar 5, 2023	Common Shares	32.3K		Direct	F1, F5
transaction	VGZ	Restricted Stock Units	Award	$0	+387K		$0.00	387K	Mar 5, 2023	Common Shares	387K		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	466,000 RSUs were granted on March 1, 2020, and vest as follows: 130,000 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 196,000 on March 1, 2022, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 140,000 RSUs were subject to performance criteria and vested on March 1, 2021. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date
F4	279,000 RSUs were granted on February 23, 2021, and vest as follows: 78,000 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 117,000 on February 23, 2023, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 84,000 RSUs were subject to performance criteria and vested on February 23, 2022. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
F5	242,000 RSUs were granted March 2, 2022 and 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 145,000 on March 2, 2024, 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	The restricted stock units ("RSUs") granted March 5, 2023, vest as follows: 116,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 moths), subject to the reporting person's continuing service as an officer of the Issuer; and 271,000 on March 5, 2025, 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.