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^*

Stieber Jeffrey

(Last)

(First)

(Middle)

C/O HYCROFT MINING HOLDING CORPORATION

8181 EAST TUFTS AVENUE

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [ HYMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Finance & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2021

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)
Restricted Stock Units	⁽¹⁾	02/20/2021		A		4,874		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	4,874	$0	8,183	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of HYMC Class A Common Stock ("Common Stock").

2. Time-based RSUs were previously granted to the reporting person and disclosed on the reporting person's Form 3 filed with the SEC on July 13, 2020. The time-based RSUs vest in three installments and the number of RSUs are to be determined based on the portion of the total grant dollar value vesting on an applicable vesting date divided by the closing price of the Common Stock on each applicable vesting date. One-third of the time-based RSUs vested on May 29, 2020 (for 2,701 RSUs which were reflected in the reporting person's Form 3 and are included in column 9 above); one-third vested on February 20, 2021 for 4,874 RSUs, reflected the table above); and one-third of the RSUs with a grant dollar value of $34,166.67 will vest on February 20, 2022 into that number of RSUs as determined based on such dollar value divided by the closing price of the Common Stock on that vesting date.

3. Performance-based RSUs were also previously granted to the reporting person and disclosed on his Form 3 filed with the SEC on July 13, 2020. One-third of the performance-based RSUs vested based on performance criteria set for 2019 (for 608 RSUs which were reflected in the reporting person's Form 3 and are included in column 9 above). The one-third of the performance-based RSUs scheduled to vest based on 2020 performance vested at zero RSUs. The final one-third of the performance-based RSUs, with a grant dollar value of $34,166.67 will vest based on 2021 performance criteria and on a vesting date set by the Company's Board of Directors into that number of RSUs equal to the vesting grant date value divided by the closing price of the Common Stock on such vesting date.

4. Vested RSUs will convert into shares of Common Stock on the 2nd trading day after the reporting person is no longer prohibited under either federal securities laws and/or company policy from trading in issuer securities.

Remarks:

	Jeffrey Stieber	02/22/2021
	** 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).
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