Sec Form 4 Filing - Solly Pamela A. @ VISTA GOLD CORP - 2020-05-02

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 Solly Pamela A. 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) VP, Investor Relations (Last) (First) (Middle) C/O VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2020 (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 Shares 05/02/2020 M 39,010 A 39,010 D Common Shares 05/02/2020 F 14,045 D $ 0.75 24,965 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 ( 2 ) $ 0 ( 1 ) 05/02/202 0 M 39,010 ( 2 ) 05/02/2022 Common Shares 39,010 $ 0 87,990 D Restricted Stock Units $ 0 ( 1 ) 05/02/2020 D 9,990 ( 2 ) 05/02/2022 Common Shares 9,990 $ 0 78,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Solly Pamela A. C/O VISTA GOLD CORP. 7961 SHAFFER PARKWAY, SUITE 5 LITTLETON, CO80127 VP, Investor Relations Signatures /s/ Paula J. Shade as attorney-in-fact for Pamela A. Solly 05/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of VGZ common stock ("RSU"). ( 2 )The RSUs granted on 5/2/2019, and reported on a Form 4 filed with the Securities and Exchange Commission on 5/8/2019, vest as follows: 36,000 RSUs vest 1/3 on 5/2/2020; 1/3 on 5/2/2021; 1/3 on 5/2/2022. Vesting of 54,000 of the RSUs will occur on 5/2/2021, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 37,000 RSUs are subject to performance criteria.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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