SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

QUARTERMAIN ROBERT

(Last)

(First)

(Middle)

VISTA GOLD CORP.

7961 SHAFFER PARKWAY, SUITE 5

(Street)

LITTLETON

80127

(City)

(State)

(Zip)

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)

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/10/2007		J⁽¹⁾⁽²⁾⁽³⁾		102,465	D	$0⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	D
Common Shares	05/10/2007		A		102,465	A	$0⁽¹⁾⁽²⁾⁽³⁾	102,465	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$4.37⁽⁴⁾	05/10/2007		J⁽¹⁾⁽²⁾⁽³⁾			50,000	07/08/2005⁽⁵⁾	07/08/2007	Common Shares	50,000	$0⁽¹⁾⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.87⁽⁴⁾	05/10/2007		J⁽¹⁾⁽²⁾⁽³⁾			20,000	12/19/2003⁽⁵⁾	12/18/2008	Common Shares	20,000	$0⁽¹⁾⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	$11.01⁽⁴⁾	05/10/2007		J⁽¹⁾⁽²⁾⁽³⁾			15,000	07/31/2006⁽⁶⁾	07/30/2011	Common Shares	15,000	$0⁽¹⁾⁽²⁾⁽³⁾	0	D
Employee Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽³⁾	05/10/2007		A		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Shares	⁽¹⁾⁽²⁾⁽³⁾	$0⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Transactions effected pursuant to an Arrangement and Merger Agreement, dated September 22, 2006, as amended (the "Arrangement Agreement") among Issuer Vista Gold Corp. ("Vista"), Allied Nevada Gold Corp. ("Allied Nevada"), Janet Pescio and Carl Pescio (the "Pescios"). On May 10, 2007, pursuant to the terms of the Arrangement Agreement, among other things, Vista transferred its existing Nevada properties to Allied Nevada, which concurrently acquired the Nevada mineral assets of the Pescios. (Footnote text continues with (2) and (3) below due to text space limits for notes.)

2. Concurrently with these transfers, Vista shareholders exchanged, subject to applicable withholding taxes, each of their Vista common shares for (a) one of a newly created class of Vista common shares, and (b) a pro rata portion of (i) the number of common shares of Allied Nevada received by Vista as part of the Arrangement (as defined in the Arrangement Agreement) less (ii) the number of Allied Nevada common shares retained by Vista to facilitate the payment of any taxes payable in respect of the Arrangement. In addition, holders of options to acquire Vista common shares exchanged their Vista options for options to acquire common shares of Allied Nevada and options to acquire newly created Vista common shares and holders of warrants of Vista had their warrants adjusted in accordance with the terms of the warrants.

3. For further information about the Arrangement Agreement, please refer to the Issuer's filings with the SEC including its Annual Report on Form 10-K for the year ended December 31, 2006. Under the terms of the Arrangement Agreement, the number of Allied Nevada common shares, and the numbers and exercise prices of the options to acquire Allied Nevada common shares and options to acquire newly created Vista common shares to be exchanged in connection with the Arrangement, will be determined in part based on volume weighted average trading prices of the Allied Nevada common shares and the new Vista common shares for the five trading days commencing on May 10, 2007. Information as to terms of new Vista and Allied Nevada options will be provided by amendment to this Form 4.

4. This amount is in Canadian dollars.

5. The option vested on the grant date as to 50% of the underlying shares. The remaining 50% vested on the first anniversary of the grant date.

6. The option vested on the grant date as to one-third of the underlying shares. One-third of the underlying shares will vest on the first anniversy of the grant date and the remaining one-third will vest on the second anniversary of the grant date.

	/s/ Gregory G. Marlier, Attorney-in-Fact for Robert Quartermain	05/14/2007
	** Signature of Reporting Person	Date
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