VISTA GOLD CORP — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISTA GOLD CORP (VGZ)
CIK: 0000783324
Period of Report: 2016-08-11

Reporting Person: OGRYZLO C THOMAS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Common Shares	M	20800	—	Acquired	81174	Direct
2016-08-11	Common Shares	M	45000	—	Acquired	126174	Direct
2016-08-11	Common Shares	M	25200	—	Acquired	151374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-11	Restricted Stock Units	$	M	20800	Disposed		Common Shares (20800)	Direct
2016-08-11	Restricted Stock Units	$	M	45000	Disposed		Common Shares (45000)	Direct
2016-08-11	Restricted Stock Units	$	M	25200	Disposed		Common Shares (25200)	Direct

Footnotes

F1: Partial vesting of grant of 64,000 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 4,800 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.

F2: Partial vesting of grant of 75,000 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 45,000 RSUs was subject to the reporting person meeting annual performance criteria. Vesting of the remaining 30,000 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.

F3: Partial vesting of grant of 63,000 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.