VISTA GOLD CORP — Director's Dealing 2017

Aug 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISTA GOLD CORP (VGZ)
CIK: 0000783324
Period of Report: 2017-08-04

Reporting Person: Rozelle John W. (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-04	Restricted Stock Units	$0	A	53000	Acquired	2020-08-04	Common Shares (53000)	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 employment with the Issuer. Vesting of the remaining 60% of the RSUs will occur on 8/04/2019; 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.