Sec Form 4 Filing - Rozelle John W. @ VISTA GOLD CORP - 2022-03-02

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 Rozelle John W. 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 Vice President (Last) (First) (Middle) C/O VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2022 (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 03/02/2022 M 42,000 A 554,746 D Common Shares 03/02/2022 M 88,000 A 642,746 D Common Shares 03/02/2022 F 47,680( 2 ) D $ 0.84 595,066 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 ) 03/02/2022 M 42,000 ( 3 ) 02/23/2024 Common Shares 42,000 $ 0 64,000 D Restricted Stock Units ( 1 ) 03/02/2022 M 88,000 ( 4 ) 03/01/2023 Common Shares 88,000 $ 0 16,000 D Restricted Stock Units ( 1 ) 03/02/2022 A 92,000 ( 5 ) 03/02/2025 Common Shares 92,000 $ 0 92,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rozelle John W. C/O VISTA GOLD CORP. 7961 SHAFFER PARKWAY, SUITE 5 LITTLETON, CO80127 Senior Vice President Signatures /s/ Paula J. Shade as attorney-in-fact for John W. Rozelle 03/04/2022 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 common stock. ( 2 )Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 130,000 restricted stock units granted to the reporting person on March 1, 2020, and February 23, 2021. ( 3 )106,000 RSUs were granted on February 23, 2021, and vest as follows: 30,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 44,000 on February 23, 2023, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 32,000 RSUs are subject to performance criteria, vesting on February 23, 2022. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date. ( 4 )172,000 RSUs were granted on March 1, 2020, and vest as follows: 48,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 72,000 on March 1, 2022, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. The remaining 52,000 RSUs were subject to performance criteria and vested on March 1, 2021. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date ( 5 )The RSUs granted March 2, 2022, and vest as follows: 37,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 55,000 on March 2, 2024, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.

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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