Sec Form 4 Filing - ENGELE JOHN F @ VISTA GOLD CORP - 2016-08-11

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
ENGELE JOHN F
2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP - CFO
(Last) (First) (Middle)
C/O VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2016
(Street)
LITTLETON, CO80127
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 08/11/2016 M 75,725 A $ 0 ( 1 ) 137,000 D
Common Stock 08/11/2016 M 30,500 A $ 0 ( 2 ) 167,500 D
Common Stock 08/11/2016 M 145,800 A $ 0 ( 3 ) 313,300 D
Common Stock 08/11/2016 M 87,600 A $ 0 ( 4 ) 400,900 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
Restricted Stock Units ( 1 ) 08/11/2016 M 75,725 ( 1 ) ( 1 ) Common Shares 75,725 $ 0 139,800 D
Restricted Stock Units ( 2 ) 08/11/2016 M 30,500 ( 2 ) ( 2 ) Common Shares 30,500 $ 0 0 D
Restricted Stock Units ( 3 ) 08/11/2016 M 145,800 ( 3 ) ( 3 ) Common Shares 145,800 $ 0 97,200 D
Restricted Stock Units ( 4 ) 08/11/2016 M 87,600 ( 4 ) ( 4 ) Common Shares 87,600 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENGELE JOHN F
C/O VISTA GOLD CORP.
7961 SHAFFER PARKWAY, SUITE 5
LITTLETON, CO80127
Senior VP - CFO
Signatures
/s/ Connie Martinez, as attorney-in-fact for John F. Engele 08/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Partial vesting of grant of 233,000 RSUs on 7/28/15, previously reported on a Form 4 filed with the SEC on 7/30/15. Each RSU represents a contingent right to receive one share of VGZ common stock. Total does not include 17,475 shares underlying performance share awards previously reported on the Form 4 filed 7/30/15, which were forfeited due to failure to achieved the specified performance criteria. Vesting of 40% of the RSUs will occur on 7/28/17, subject to share price performance criteria for the Issuer's common shares. The remaining 20% of the grant will vest on the 2nd and 3rd year anniversaries of the grant. VESTING OF THE REMAINING RSUs IS SUBJECT TO PERFORMANCE AND MARKET PRICE CRITERIA AND THE RSUs WILL NOT NECESSARILY VEST OR CONVERT INTO NON-DERIVATIVE SECURITIES TO BE BENEFICIALLY OWNED BY THE REPORTING PERSON.
( 2 )Partial vesting (50%) of grant of 61,000 RSUs on 7/29/14, previously reported on a Form 4 filed with the SEC on 7/31/14 (50% of the grant previously vested on 7/28/15). Each RSU represents a contingent right to receive one share of VGZ common stock.
( 3 )Partial vesting of grant of 243,000 RSUs on 7/29/14, previously reported on a Form 4 filed with the SEC on 7/31/14. Each RSU represents a contingent right to receive one share of VGZ common stock. Vesting of the 145,800 RSUs was subject to the reporting person meeting annual performance criteria. Vesting of the remaining 97,200 RSUs is contingent upon share price performance criteria for the Issuer's common shares. VESTING OF THE REMAINING RSUs IS SUBJECT TO MARKET PRICE CRITERIA AND WILL NOT NECESSARILY VEST OR CONVERT INTO NON-DERIVATIVE SECURITIES TO BE BENEFICIALLY OWNED BY THE REPORTING PERSON.
( 4 )Partial vesting of grant of 219,000 RSUs on 8/9/13, previously reported on a Form 4 filed with the SEC on 8/12/13. Each RSU represents a contingent right to receive one share of VGZ common stock. Vesting of the RSUs was subject to the reporting person meeting annual performance criteria.

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