Sec Form 4 Filing - Awde Jonathan T. @ DAKOTA TERRITORY RESOURCE CORP - 2022-03-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Awde Jonathan T.
2. Issuer Name and Ticker or Trading Symbol
DAKOTA TERRITORY RESOURCE CORP [ DTRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
141 GLENDALE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2022
(Street)
LEAD, SD57754
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/31/2022 D( 1 ) 33,786 D 35,641,667( 3 ) I By GPO Holdings Corp.( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 03/31/2022 D( 1 ) 350,000 ( 4 ) ( 4 ) Common Stock 350,000 ( 5 ) 0 D
Stock Options $ 4.76 03/31/2022 D( 1 ) 387,500 05/17/2021( 6 ) 05/17/2026 Common Stock 387,500 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Awde Jonathan T.
141 GLENDALE DRIVE
LEAD, SD57754
X President & CEO
Signatures
/s/ Daniel Cherniak, as attorney-in-fact for Jonathan Awde 04/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )35,641,667 shares of common stock are held by Dakota Gold.
( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer's common stock. These RSUs vest June 4, 2022.
( 5 )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.
( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.