U.S. Gold Corp.

09/21/2020 | Press release | Distributed by Public on 09/21/2020 19:10

Statement of changes in beneficial ownership of securities

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 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 *
Karr Edward M
2. Issuer Name and Ticker or Trading Symbol
U.S. GOLD CORP. [USAU]
5. Relationship of Reporting Person(s) to Issuer
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
C/O U.S. GOLD CORPORATION, 1910 E. IDAHO STREET, SUITE 102-BOX 604 3. Date of Earliest Transaction (Month/Day/Year)
09/17/2020
ELKO, NV 89801 4. If Amendment, Date 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
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 09/17/2020 A 30,107 (1) A $ 0 184,292 (3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 14.7 (3) 09/17/2020 D(2) 50,000 (3) (2) 12/22/2022 Common Stock 50,000 (3) (2) 0 D
Stock Option (Right to Buy) $ 14.7 09/17/2020 A(2) 50,000 (2) 12/22/2022 Common Stock 50,000 (2) 50,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karr Edward M
C/O U.S. GOLD CORPORATION
1910 E. IDAHO STREET, SUITE 102-BOX 604
ELKO, NV 89801
X President and CEO

Signatures

/s/ Edward M. Karr 09/21/2020
**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) Represents restricted shares of common stock awarded to the reporting person on September 17, 2020. Such shares vested immediately upon grant.
(2) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the 'old' option and the grant of a replacement option. The option was originally granted on December 22, 2017 and provided for one-quarter vesting on December 22, 2017 and the remaining three-quarters to vest in equal yearly installments over a three-year period. Vesting was accelerated for 12,500 options that otherwise would not vest due to the reporting person's relinquishment of his role as CEO of the Issuer prior to the vesting date. The post-termination exercise period was extended to December 22, 2022.
(3) The securities and exercise prices reported in this Form 4 have been adjusted from the time of grant to reflect the Issuer's 1-for-10 reverse stock split effected on March 19, 2020.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.