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^*

Goldman Rachel Louise

(Last)

(First)

(Middle)

665 ANDERSON STREET

(Street)

WINNEMUCCA

89445

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Gold Nevada Corp. [ PZG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

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)

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)
RSU	⁽¹⁾	02/24/2023		A		50,000		⁽²⁾	⁽³⁾	Common Stock	50,000	$0.00	150,000	D
RSU	⁽¹⁾	02/24/2023		A		50,000		⁽⁴⁾	⁽⁵⁾	Common Stock	50,000	$0.00	200,000	D
RSU	⁽¹⁾	02/24/2023		A		50,000		⁽⁶⁾	⁽⁷⁾	Common Stock	50,000	$0.00	250,000	D
RSU	⁽¹⁾	02/24/2023		A		50,000		⁽⁸⁾	⁽⁹⁾	Common Stock	50,000	$0.00	300,000	D

Explanation of Responses:

1. Each restricted stock unit is equivalent to one share of the Company's common stock.

2. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest one year from the date of grant.

3. The restricted stock units will vest and be delivered to the reporting person one year from date of grant.

4. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest two years from the date of grant.

5. The restricted stock units will vest and be delivered to the reporting person two years from date of grant.

6. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest upon the Company completing an initial drill program at the Bald Peak Project.

7. The restricted stock units will vest and be delivered to the reporting person upon the Company completed an initial drill program for the Bald Peak Project.

8. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest upon the Company closing a financing of at least $5 million.

9. The restricted stock units will vest and be delivered to the reporting person upon the Company closing a financing of at least $5 million.

Remarks:

	Rachel Goldman	02/28/2023
	** 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.