FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SUN VALLEY GOLD MASTER FUND, LTD
2. Issuer Name and Ticker or Trading Symbol

VISTA GOLD CORP [ VGZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GOLDMAN SACHS (CAYMAN) TRUST LTD, 45 MARKET STREET, GEORGE TOWN
3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2012
(Street)

GRAND CAYMAN, E9 KY1-1103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 12/21/2012     P    1272000   A   (1) 8122584   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants   (1) $3.30   12/21/2012     P      636000         (2) 12/21/2014   Common Shares   636000     (1) 636000   D    
Common Stock Warrants   (3) $3.60                      (2) 7/27/2014   Common Shares   753333     753333   D    
Common Stock Warrants     (4)                    (2) 10/22/2015   Common Shares   1673913     1673913   D    

Explanation of Responses:
( 1)  A portion of the reported securities are included within 1,272,000 VGZ Units purchased by the reporting person for $2.75 per Unit. Each Unit consists of one share of common stock and a half warrant for a total of 1,272,000 shares and 636,000 warrants to purchase 636,000 shares.
( 2)  The Common Stock Warrants are exercisable at any time on or before the expiration date.
( 3)  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.
( 4)  The Common Stock Warrants are exercisable at the following prices: $4.50 from 10/23/12 to 10/22/13; and $5.00 from 10/23/13 to 10/22/15.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUN VALLEY GOLD MASTER FUND, LTD
C/O GOLDMAN SACHS (CAYMAN) TRUST LTD
45 MARKET STREET, GEORGE TOWN
GRAND CAYMAN, E9 KY1-1103

X


Signatures
Sun Valley Gold Master Fund, Ltd., By: /s/ Peter F. Palmedo, Managing Member 12/21/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Vista Gold (AMEX:VGZ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024 Click Here for more Vista Gold Charts.
Vista Gold (AMEX:VGZ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024 Click Here for more Vista Gold Charts.