Chief Financial Officer Alexander Eric was granted 34,982 shares, increasing direct ownership by 51% to 103,708 units (SEC Form 4)
$USAU
Metal Mining
Basic Materials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
U.S. GOLD CORP. [ USAU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 12/27/2024(1) | A | 20,645(2) | A | $0 | 89,371 | D | |||
| Common Stock | 12/27/2024(1) | A | 14,337(3) | A | $0 | 103,708 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Options | $7.65 | 12/27/2024(1) | A | 21,215 | (4) | 11/25/2029 | Common Stock | 21,215 | $0 | 21,215 | D | ||||
| Stock Options | $7.65 | 12/27/2024(1) | A | 22,099 | (5) | 11/25/2029 | Common Stock | 22,099 | $0 | 22,099 | D | ||||
| Explanation of Responses: |
| 1. The securities reported in this Form 4 were approved by the Board of Directors of U.S. Gold Corp. (the "Company") on November 25, 2024. However, the Company did not issue the securities until the respective award agreements were executed on December 27, 2024. |
| 2. Represents restricted stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The restricted stock units vested immediately on the date of grant. |
| 3. Represents restricted stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The restricted stock units vested 25% upon the date of grant and shall vest 25% every six months thereafter until fully vested. |
| 4. Represents options granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The options vested immediately on the date of grant. |
| 5. Represents options granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The options vested 25% upon the date of grant and shall vest 25% every six months thereafter until fully vested. |
| /s/ Eric Alexander | 12/31/2024 | |
| ** 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 Number. | ||