SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Malone Patrick Shay

(Last)

(First)

(Middle)

106 GLENDALE DRIVE

SUITE A

(Street)

LEAD

57754

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dakota Gold Corp. [ DC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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 Stock	03/01/2024		M		16,276	A	⁽¹⁾	161,624	D
Common Stock	03/01/2024		A		94,222⁽²⁾	A	$0	255,846	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)
Performance Stock Units	⁽¹⁾	03/01/2024		M			20,759	⁽¹⁾	⁽¹⁾	Common Stock	20,759	$0	41,519	D
Stock Options	$2.12	03/01/2024		A		89,193		03/01/2025⁽³⁾	03/01/2029	Common Stock	89,193	$0	89,193	D
Performance Share Units	⁽⁴⁾	03/01/2024		A		88,443		⁽⁴⁾	⁽⁴⁾	Common Stock	88,443	$0	88,443	D

Explanation of Responses:

1. The Reporting Person was previously granted 62,278 performance stock units ("PSUs"), which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of Dakota Gold Corp. as compared to the MVIS Global Junior Gold Miners Index. One third of such PSUs vested in 2024 at 78% of the target number of shares, were settled on March 1, 2024 and were converted into 16,276 shares of Common Stock.

2. Represents restricted stock units ("RSU"). Each RSU represents a contingent right to receive one share of Dakota Gold Corp. common stock. The RSUs are scheduled to vest in three equal tranches on March 1, 2025, March 1, 2026 and March 1, 2027.

3. The options are scheduled to vest in three equal tranches on March 1, 2025, March 1, 2026 and March 1, 2027.

4. Each PSU represents a contingent right to receive one share of Dakota Gold Corp. common stock, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of Dakota Gold Corp. as compared to the MVIS Global Junior Gold Miners Index. The PSUs are scheduled to vest in three equal tranches in 2025, 2026 and 2027.

	/s/ Daniel Cherniak, as attorney-in-fact for Patrick Shay Malone	03/05/2024
	** 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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Malone Patrick Shay converted options into 16,276 shares and was granted 94,222 shares, increasing direct ownership by 76% to 255,846 units (SEC Form 4)