Edgar Filing: VISTA GOLD CORP

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CLARK JOHN M

2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [VGZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

VISTA GOLD CORP., 7961 SHAFFER PARKWAY, SUITE 5

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2007

(Street)

LITTLETON, CO 80127

4. If Amendment, Date Original Filed(Month/Day/Year)
05/14/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 2.11 ⁽¹⁾

05/10/2007⁽²⁾

4,742

05/10/2007⁽³⁾

05/17/2011

Common Shares

4,742

$ 0 ⁽²⁾

4,742

Employee Stock Option (right to buy)

$ 3.08 ⁽¹⁾

05/10/2007⁽²⁾

4,742

05/10/2007⁽⁴⁾

07/08/2007

Common Shares

4,742

$ 0 ⁽²⁾

4,742

Employee Stock Option (right to buy)

$ 4.13 ⁽¹⁾

05/10/2007⁽²⁾

28,454

05/10/2007⁽⁵⁾

12/18/2008

Common Shares

28,454

$ 0 ⁽²⁾

28,454

Employee Stock Option (right to buy)

$ 7.74 ⁽¹⁾

05/10/2007⁽²⁾

14,227

05/10/2007⁽⁶⁾

07/30/2011

Common Shares

14,227

$ 0 ⁽²⁾

14,227

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLARK JOHN M VISTA GOLD CORP. 7961 SHAFFER PARKWAY, SUITE 5 LITTLETON, CO 80127	X

Signatures

/s/ Gregory G. Marlier, Attorney-in-Fact for John Clark		06/05/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amount is in Canadian dollars.
(2)	The reporting person is amending the Form 4 originally filed to report the terms of the Issuer's new options received in partial exchange for the Issuer's old options (the "Old Options") pursuant to the Arrangement Agreement, as determined following the Effective Date (capitalized terms as defined in original report).
(3)	The original grant date for the Old Options was May 18, 2001. The Old Options vested in full on the original grant date.
(4)	The original grant date for the Old Options was July 8, 2002. The Old Options vested on the original grant date as to 50% of the underlying shares. The remaining 50% vested on the first anniversary of the grant date.
(5)	The original grant date for the Old Options was December 19, 2003. The Old Options vested on the original grant date as to 50% of the underlying shares. The remaining 50% vested on the first anniversary of the grant date.
(6)	The original grant date for the Old Options was July 31, 2006. The Old Options vested on the original grant date as to one-third of the underlying shares. One-third of the underlying shares will vest on the first anniversary of the grant date and the remaining one-third will vest on the second anniversary of the grant date.

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