Sec Form 4 Filing - Stieber Jeffrey @ HYCROFT MINING HOLDING CORP - 2021-05-28

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, SUITE 510 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (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 05/28/2021 M 4,779 A $ 0 ( 1 ) 54,823 ( 2 ) ( 3 ) 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 Stieber Jeffrey C/O HYCROFT MINING HOLDING CORPORATION 8181 EAST TUFTS AVENUE, SUITE 510 DENVER, CO80237 SVP Finance & Treasurer Signatures Jeffrey Stieber 06/02/2021 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 relates to conversion of 4,779 RSUs into Common Stock on May 28, 2021 in connection with the 14,336 RSUs granted on December 15, 2020 (the "December 2020 RSUs") . The Reporting Person has reported prior awards of RSUs on Table II of Form 4, including the December 2020 RSUs. The total reported in line one of Column 5 includes (i) the remaining 9,557 December 2020 RSUs which will vest ratably on each of May 27, 2022 and May 29, 2023, subject to Reporting Person's continued employment with the Issuer, (ii) 32,304 RSUs issued on March 2, 2021, which will vest in 3 equal installments on each of March 15, 2022; March 15, 2023 and March 15, 2024 subject to the reporting person's continued employment with the Issuer and (iii) 8,183 shares of Common Stock held directly by the Reporting Person. The amount of the remaining RSUs which were granted on May 20, 2019 and vest on February 18, 2022, will be determined based upon the Common Stock price on February 18, 2022. ( 3 )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.

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