SEC Form 4 · accession 0001140361-16-076798
VISTA GOLD CORP · VGZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Thomas Ogryzlo
Director
Period of report
Aug 11, 2016
Accepted (ET)
Aug 15, 2016 · 9:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000783324
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Aug 11, 2016 | M | 20,800 | $0.00 | A | 81,174 | D | |
| Common SharesF2 | Aug 11, 2016 | M | 45,000 | $0.00 | A | 126,174 | D | |
| Common SharesF3 | Aug 11, 2016 | M | 25,200 | $0.00 | A | 151,374 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Aug 11, 2016 | M | 20,800 | D | — | — | Common Shares | 20,800 | 38,400 | D |
| Restricted Stock UnitsF2 | — | Aug 11, 2016 | M | 45,000 | D | — | — | Common Shares | 45,000 | 30,000 | D |
| Restricted Stock UnitsF3 | — | Aug 11, 2016 | M | 25,200 | D | — | — | Common Shares | 25,200 | 0 | D |
Explanation of responses
- F1Partial 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.
- F2Partial 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.
- F3Partial 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.