- Initial Statement of Beneficial Ownership (3)
31 Juli 2012 - 7:12PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
*
SUN VALLEY GOLD MASTER FUND, LTD
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/27/2012
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3. Issuer Name
and
Ticker or Trading Symbol
VISTA GOLD CORP [VGZ]
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(Last)
(First)
(Middle)
C/O GOLDMAN SACHS (CAYMAN) TRUST LTD, 45 MARKET STREET, GEORGE TOWN
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
GRAND CAYMAN, E9 KY1-1103
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
(1)
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6850584
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrants
(1)
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(2)
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7/27/2014
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Common Stock
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753333
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$3.60
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D
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Common Stock Warrants
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(2)
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10/22/2015
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Common Stock
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1673913
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(3)
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D
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Explanation of Responses:
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(
1)
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A portion of the reported securities are included within 1,506,666 VGZ Units purchased by the reporting person for $3.00 per Unit. Each Unit consists of one share of common stock and a half warrant for a total of 1,506,666 shares and 753,333 warrants to purchase 753,333 shares.
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(
2)
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The Common Stock Warrants are exercisable at any time on or before the expiration date.
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(
3)
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The Common Stock Warrants are exercisable at the following prices: $4.00 from 10/23/11 to 10/22/12; $4.50 from 10/23/12 to 10/22/13; and $5.00 from 10/23/13 to 10/22/15.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SUN VALLEY GOLD MASTER FUND, LTD
C/O GOLDMAN SACHS (CAYMAN) TRUST LTD
45 MARKET STREET, GEORGE TOWN
GRAND CAYMAN, E9 KY1-1103
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X
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Signatures
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Sun Valley Gold Master Fund, Ltd., By: /s/ Peter F. Palmedo, Director
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7/31/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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