VISTA GOLD CORP — Director's Dealing 2016

Aug 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISTA GOLD CORP (VGZ)
CIK: 0000783324
Period of Report: 2016-08-18

Reporting Person: OGRYZLO C THOMAS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-18	Restricted Stock Units	$0	A	24000	Acquired	2019-08-18	Common Shares (24000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of VGZ common stock ("RSU"). Vesting of 40% of the RSUs will vest 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 a director of the Issuer. Vesting of the remaining 60% of the RSUs will occur on 8/18/2018; vesting is contingent upon share price performance criteria for the Issuer's common shares during the 2-year vesting period.

F2: VESTING OF THE RSU GRANTS 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.