Sec Form 4 Filing - Stieber Jeffrey @ HYCROFT MINING HOLDING CORP - 2021-02-20

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

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1. Name and Address of Reporting Person Stieber Jeffrey 2. Issuer Name and Ticker or Trading Symbol HYCROFT MINING HOLDING CORP [ HYMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Finance & Treasurer (Last) (First) (Middle) C/O HYCROFT MINING HOLDING CORPORATION, 8181 EAST TUFTS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2021 (Street) DENVER, CO80237 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

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 ( 1 ) 02/20/2021 A 4,874 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 4,874 $ 0 8,183 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stieber Jeffrey C/O HYCROFT MINING HOLDING CORPORATION 8181 EAST TUFTS AVENUE DENVER, CO80237 SVP Finance & Treasurer Signatures Jeffrey Stieber 02/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of HYMC Class A Common Stock ("Common Stock"). ( 2 )Time-based RSUs were previously granted to the reporting person and disclosed on the reporting person's Form 3 filed with the SEC on July 13, 2020. The time-based RSUs vest in three installments and the number of RSUs are to be determined based on the portion of the total grant dollar value vesting on an applicable vesting date divided by the closing price of the Common Stock on each applicable vesting date. One-third of the time-based RSUs vested on May 29, 2020 (for 2,701 RSUs which were reflected in the reporting person's Form 3 and are included in column 9 above); one-third vested on February 20, 2021 for 4,874 RSUs, reflected the table above); and one-third of the RSUs with a grant dollar value of $34,166.67 will vest on February 20, 2022 into that number of RSUs as determined based on such dollar value divided by the closing price of the Common Stock on that vesting date. ( 3 )Performance-based RSUs were also previously granted to the reporting person and disclosed on his Form 3 filed with the SEC on July 13, 2020. One-third of the performance-based RSUs vested based on performance criteria set for 2019 (for 608 RSUs which were reflected in the reporting person's Form 3 and are included in column 9 above). The one-third of the performance-based RSUs scheduled to vest based on 2020 performance vested at zero RSUs. The final one-third of the performance-based RSUs, with a grant dollar value of $34,166.67 will vest based on 2021 performance criteria and on a vesting date set by the Company's Board of Directors into that number of RSUs equal to the vesting grant date value divided by the closing price of the Common Stock on such vesting date. ( 4 )Vested RSUs will convert into shares of Common Stock on the 2nd trading day after the reporting person is no longer prohibited under either federal securities laws and/or company policy from trading in issuer securities.

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).

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