Malone Patrick Shay converted options into 16,276 shares and was granted 94,222 shares, increasing direct ownership by 76% to 255,846 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) 03/01/2024 | ||||||||||||||||||||||||||
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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 | 03/01/2024 | M | 16,276 | A | (1) | 161,624 | D | |||
| Common Stock | 03/01/2024 | A | 94,222(2) | A | $0 | 255,846 | 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) | 03/01/2024 | M | 20,759 | (1) | (1) | Common Stock | 20,759 | $0 | 41,519 | D | ||||
| Stock Options | $2.12 | 03/01/2024 | A | 89,193 | 03/01/2025(3) | 03/01/2029 | Common Stock | 89,193 | $0 | 89,193 | D | ||||
| Performance Share Units | (4) | 03/01/2024 | A | 88,443 | (4) | (4) | Common Stock | 88,443 | $0 | 88,443 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was previously granted 62,278 performance stock units ("PSUs"), which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of Dakota Gold Corp. as compared to the MVIS Global Junior Gold Miners Index. One third of such PSUs vested in 2024 at 78% of the target number of shares, were settled on March 1, 2024 and were converted into 16,276 shares of Common Stock. |
| 2. Represents restricted stock units ("RSU"). Each RSU represents a contingent right to receive one share of Dakota Gold Corp. common stock. The RSUs are scheduled to vest in three equal tranches on March 1, 2025, March 1, 2026 and March 1, 2027. |
| 3. The options are scheduled to vest in three equal tranches on March 1, 2025, March 1, 2026 and March 1, 2027. |
| 4. Each PSU represents a contingent right to receive one share of Dakota Gold Corp. common stock, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of Dakota Gold Corp. as compared to the MVIS Global Junior Gold Miners Index. The PSUs are scheduled to vest in three equal tranches in 2025, 2026 and 2027. |
| /s/ Daniel Cherniak, as attorney-in-fact for Patrick Shay Malone | 03/05/2024 | |
| ** 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. | ||