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: Earnest Frederick Hume (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Common Shares	M	120000	—	Acquired	394699	Direct
2016-08-11	Common Shares	M	140725	—	Acquired	535424	Direct
2016-08-11	Common Shares	M	70500	—	Acquired	605924	Direct
2016-08-11	Common Shares	M	271200	—	Acquired	877124	Direct
2016-08-11	Common Shares	M	162400	—	Acquired	1039524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-11	Restricted Stock Units	$	M	120000	Acquired		Common Shares (120000)	Direct
2016-08-11	Restricted Stock Units	$	M	140725	Acquired		Common Shares (140725)	Direct
2016-08-11	Restricted Stock Units	$	M	70500	Acquired		Common Shares (70500)	Direct
2016-08-11	Restricted Stock Units	$	M	271200	Acquired		Common Shares (271200)	Direct
2016-08-11	Restricted Stock Units	$	M	162400	Acquired		Common Shares (162400)	Direct

Footnotes

F1: Full vesting of grant of 120,000 restricted stock units ("RSU") granted on 7/28/15 and previously reported on a Form 4 filed with the Securities and Exchange Commission ("SEC") on 7/30/15. Each RSU represents a contingent right to receive one share of VGZ common stock. Vesting of the RSUs was not contingent on performance criteria.

F2: Partial vesting of grant of 433,000 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 32,475 shares underlying performance share awards previously reported on the Form 4 filed 7/30/15, which were forfeited due to failure to achieve 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 is 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.

F3: Partial vesting (50%) of grant of 141,000 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.

F4: Partial vesting of grant of 452,000 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 271,200 RSUs was subject to the reporting person meeting annual performance criteria. Vesting of the remaining 180,800 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.

F5: Partial vesting of grant of 406,000 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.