Frederick Hume Earnest - Mar 5, 2024 Form 4 Insider Report for VISTA GOLD CORP (VGZ)

Role: President & CEO, Director
Signature: /s/ Glenn Cowan as attorney-in-fact for Frederick Hume Earnest
Stock symbol: VGZ
Transactions as of: Mar 5, 2024
Transactions value $: -$38,954
Form type: 4
Date filed: 3/7/2024, 10:32 AM
Previous 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		+26K	+1.4%		1.89M	Mar 5, 2024	Direct	F1
transaction	VGZ	Common Shares	Options Exercise		+141K	+7.48%		2.03M	Mar 5, 2024	Direct	F1
transaction	VGZ	Common Shares	Options Exercise		+38.7K	+1.91%		2.07M	Mar 5, 2024	Direct	F1
transaction	VGZ	Common Shares	Tax liability	-$39K	-95K	-4.6%	$0.41	1.97M	Mar 5, 2024	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	-26K	-100%	$0.00^*	0	Mar 5, 2024	Common Shares	26K		Direct	F1, F3
transaction	VGZ	Restricted Stock Units	Options Exercise	$0	-141K	-67.29%	$0.00	68.6K	Mar 5, 2024	Common Shares	141K		Direct	F1, F4
transaction	VGZ	Restricted Stock Units	Disposed to Issuer	$0	-36.3K	-52.85%	$0.00	32.3K	Mar 5, 2024	Common Shares	36.3K		Direct	F1, F4
transaction	VGZ	Restricted Stock Units	Options Exercise	$0	-38.7K	-9.99%	$0.00	348K	Mar 5, 2024	Common Shares	38.7K		Direct	F1, F5

* 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	279,000 RSUs were granted February 23, 2021, vesting 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. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
F4	242,000 RSUs were granted 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 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.
F5	387,000 RSUs were granted 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 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.