Sec Form 4 Filing - SUN VALLEY GOLD MASTER FUND, LTD @ VISTA GOLD CORP - 2021-07-12

Insider filing report for Changes in Beneficial Ownership
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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
SUN VALLEY GOLD MASTER FUND, LTD
2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
INTERNATIONAL MANAGEMENT SERVICES LTD, 3RD FLR, HARBOUR CTRE, N CHURCH ST BOX61
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2021
(Street)
GRAND CAYMAN, E9KY1-1102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Shares 07/12/2021 P 852,800 A $ 1.1( 3 ) 6,193,815 I See footnote( 1 )
Common Shares 07/12/2021 P 447,200 A $ 1.1( 3 ) 13,728,729 D( 2 )
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
Warrants $ 1.25 07/12/2021 P 426,400 07/12/2021 07/12/2024 Common Shares 426,400 $ 1.1( 3 ) 426,400 I See footnote( 1 )
Warrants $ 1.25 07/12/2021 P 223,600 07/12/2021 07/12/2024 Common Shares 223,600 $ 1.1( 3 ) 223,600 D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUN VALLEY GOLD MASTER FUND, LTD
INTERNATIONAL MANAGEMENT SERVICES LTD
3RD FLR, HARBOUR CTRE, N CHURCH ST BOX61
GRAND CAYMAN, E9KY1-1102
X
SUN VALLEY GOLD LLC
620 SUN VALLEY ROAD
2ND FLR, PO BOX 2211
KETCHUM, ID83340
X
Palmedo Peter F.
C/O SUN VALLEY GOLD LLC
620 SUN VALLEY ROAD 2ND FLR, PO BOX 2211
KETCHUM, ID83340
X
Signatures
Sun Valley Gold Master Fund, Ltd., By: Peter F. Palmedo, /s/ Peter F. Palmedo 02/15/2022
Signature of Reporting Person Date
Sun Valley Gold LLC, By: Peter F. Palmedo, /s/ Peter F. Palmedo 02/15/2022
Signature of Reporting Person Date
Peter F. Palmedo, /s/ Peter F. Palmedo 02/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Common Shares are held in the accounts of advisory clients of Sun Valley Gold LLC and may be deemed to be beneficially owned by Sun Valley Gold LLC and Peter F. Palmedo, the managing member of Sun Valley Gold LLC.
( 2 )The Common Shares are held by Sun Valley Gold Master Fund, Ltd. and may be deemed to be beneficially owned by Sun Valley Gold LLC, the investment manager of Sun Valley Gold Master Fund, Ltd., and Peter F. Palmedo, the managing member of Sun Valley Gold LLC.
( 3 )The common shares and warrants purchased on 07/12/2022 were purchased as "Units". Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at an exercise price of $1.25 per share. The Unit price of $1.10 reflects the cost to purchase both the common share and the one-half common share warrant.

Remarks:
Each of Sun Valley Gold LLC, Sun Valley Gold Master Fund, Ltd. and Peter F. Palmedo disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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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