CHIEF OPERATING OFFICER Aberle Gerald Michael covered exercise/tax liability with 19,873 shares, was granted 82,508 shares and converted options into 45,017 shares, increasing direct ownership by 2% to 4,464,661 units (SEC Form 4)
$DC
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
Dakota Gold Corp. [ DC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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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(1) | 03/01/2025 | M | 6,762 | A | (1) | 4,363,771 | D | |||
| COMMON STOCK(2) | 03/01/2025 | F | 1,836 | D | $3.03 | 4,361,935 | D | |||
| COMMON STOCK(3) | 03/01/2025 | M | 16,450 | A | (2) | 4,378,385 | D | |||
| COMMON STOCK(4) | 03/01/2025 | F | 4,467 | D | $3.03 | 4,373,918 | D | |||
| COMMON STOCK(5) | 03/01/2025 | M | 21,805 | A | (3) | 4,395,723 | D | |||
| COMMON STOCK(6) | 03/01/2025 | F | 6,080 | D | $3.03 | 4,389,643 | D | |||
| COMMON STOCK(7) | 03/01/2025 | F | 3,221 | D | $3.03 | 4,386,422 | D | |||
| COMMON STOCK(8) | 03/01/2025 | F | 4,269 | D | $3.03 | 4,382,153 | D | |||
| COMMON STOCK(9) | 03/01/2025 | A | 82,508 | A | $0 | 4,464,661 | 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 | ||||||||
| PERFORMANCE STOCK UNITS | (1) | 03/01/2025 | M | 6,762 | (1) | (1) | COMMON STOCK | 6,762 | $0 | 0 | D | ||||
| PERFORMANCE STOCK UNITS | (3) | 03/01/2025 | M | 16,450 | (2) | (2) | COMMON STOCK | 16,450 | $0 | 23,726 | D | ||||
| PERFORMANCE STOCK UNITS | (5) | 03/01/2025 | M | 21,805 | (3) | (3) | COMMON STOCK | 21,805 | $0 | 62,894 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was previously granted 29,255 performance stock units ("PSUs") on September 1, 2022, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Global Junior Gold Miners Index (the "MVIS Index"). One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 6,762 shares of common stock. Upon settlement, 1,836 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 4,926 shares of common stock. |
| 2. Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. |
| 3. The Reporting Person was previously granted 71,174 PSUs on March 1, 2023, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS. One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 16,450 shares of common stock. Upon settlement, 4,467 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 11,983 shares of common stock. |
| 4. Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. |
| 5. The Reporting Person was previously granted 94,340 PSUs on March 1, 2024, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Index. One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 21,805 shares of common stock. Upon settlement, 6,080 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 15,725 shares of common stock. |
| 6. Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. |
| 7. Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested restricted stock units ("RSUs") into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. |
| 8. Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested RSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. |
| 9. Represents RSUs granted pursuant to the Issuer???s 2022 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer???s common stock. The RSUs are scheduled to vest in three equal tranches on March 1, 2026, March 1, 2027 and March 1, 2028. |
| /S/ SHAWN CAMBELL, BY POWER OF ATTORNEY | 03/05/2025 | |
| ** 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. | ||