Stephen T. O'Rourke - 31 Mar 2022 Form 4 Insider Report for DAKOTA TERRITORY RESOURCE CORP

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 31 Mar 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Apr 2022, 21:23:26 UTC
Prior SEC filing: 08 Jun 2021
Next SEC filing: 07 Sep 2022
Source filing: View source filing
Reporting owner signature: /s/ Daniel Cherniak, as attorney-in-fact for Stephen T. O'Rourke

Key filing fact

Stephen T. O'Rourke filed Form 4 for DAKOTA TERRITORY RESOURCE CORP on 04 Apr 2022.

Key facts

This page summarizes Stephen T. O'Rourke's Form 4 filing for DAKOTA TERRITORY RESOURCE CORP.
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 04 Apr 2022, 21:23.

Change

Previous filing in this sequence was filed on 08 Jun 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DTRC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -850,000
Change %: -100%
Price
Shares after: 0
Date: 31 Mar 2022
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DTRC transaction Derivative

Stock Options

Disposed to Issuer

Transaction value
Shares: -275,000
Change %: -100%
Price
Shares after: 0
Date: 31 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 275,000
Exercise price: $4.76
Footnotes: F1, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Stephen T. O'Rourke is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Reflects securities disposed of pursuant to the Mergers (as defined below). On March 31, 2022, the Issuer and Dakota Gold Corp., formerly JR Resources Corp. ("Dakota Gold") combined pursuant to that certain Amended and Restated Agreement and Plan of Merger entered into by and among the Issuer, Dakota Gold, DGC Merger Sub I Corp. ("Merger Sub I") and DGC Merger Sub II LLC ("Merger Sub II"), dated as of September 10, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving and then merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Dakota Gold (the "Mergers"). JR Resources Corp. changed its name to Dakota Gold Corp. prior to the Mergers.

Footnote F2

At the effective time of the Mergers, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically canceled and converted into the right to receive one share of Dakota Gold common stock.

Footnote F3

The options vest one-third on May 17, 2021, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant.

Footnote F4

At the effective time of the Mergers, each outstanding Issuer stock option or restricted stock unit, whether vested or unvested, was assumed and converted into an option or restricted stock unit, as applicable, with respect to shares of common stock of Dakota Gold equal to the number of shares of Issuer common stock subject to such option or restricted share unit, on the same terms and conditions as applied to such option or restricted share unit immediately prior to the effective time of the Mergers.