Sec Form 4 Filing - Harrison Michael James @ HYCROFT MINING HOLDING CORP - 2021-05-24

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 Harrison Michael James 2. Issuer Name and Ticker or Trading Symbol HYCROFT MINING HOLDING CORP [ HYMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HYCROFT MINING HOLDING CORPORATION, 8181 E. TUFTS AVE., SUITE 510 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2021 (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 Class A Common Stock 05/24/2021 A 20,270 A $ 0 ( 1 ) 32,609 ( 2 ) ( 3 ) ( 4 ) D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harrison Michael James C/O HYCROFT MINING HOLDING CORPORATION 8181 E. TUFTS AVE., SUITE 510 DENVER, CO80237 X Signatures Michael J. Harrison 05/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock ("Common Stock"). ( 2 )The reported transaction involved the Reporting Person's receipt of 20,270 RSUs as the Reporting Person's annual equity award grant for service as a non-employee member of the Issuer's Board of Directors. The Reporting Person has reported prior awards of RSUs on Table II of Form 4. ( 3 )The total reported in Column 5 includes (i) the 20,270 newly awarded RSUs of which 10,135 vested on the date of issuance and 10,135 will vest on May 24, 2022, subject to Reporting Person's continued service on Issuer's Board of Directors, and (ii) RSUs previously reported in Table II of Form 4 consisting of (a) 6,730 RSUs issued on December 4, 2020, with 2,244 of such RSUs converting into Common Stock on May 24, 2021 and the remaining 4,486 vesting ratably on May 24, 2022 and May 24, 2023 respectively, subject to Reporting Person's continued service on the Issuer's Board of Directors and (b) 5,048 RSUs issued on December 4, 2020 which converted into shares of Common Stock on May 24, 2021 and (iii) 5,047 shares of Common Stock. ( 4 )RSUs will convert into shares of Common Stock upon vesting; provided, however, that if, on that conversion date, the Reporting Person is prohibited from trading in the Issuer's securities pursuant to applicable securities laws or the Issuer's policies, the conversion date shall be, in the determination of the Board's Compensation Committee, the 2nd trading day after the date the Reporting Person is no longer prohibited from such trading.

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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