SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

SUN VALLEY GOLD MASTER FUND, LTD

(Last)

(First)

(Middle)

C/O GOLDMAN SACHS (CAYMAN) TRUST LTD

45 MARKET STREET, GEORGE TOWN

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2012

3. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	6,850,584	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants⁽¹⁾	⁽²⁾	07/27/2014	Common Stock	753,333	$3.6	D
Common Stock Warrants	⁽²⁾	10/22/2015	Common Stock	1,673,913	⁽³⁾	D

Explanation of Responses:

1. A portion of the reported securities are included within 1,506,666 VGZ Units purchased by the reporting person for $3.00 per Unit. Each Unit consists of one share of common stock and a half warrant for a total of 1,506,666 shares and 753,333 warrants to purchase 753,333 shares.

2. The Common Stock Warrants are exercisable at any time on or before the expiration date.

3. The Common Stock Warrants are exercisable at the following prices: $4.00 from 10/23/11 to 10/22/12; $4.50 from 10/23/12 to 10/22/13; and $5.00 from 10/23/13 to 10/22/15.

	Sun Valley Gold Master Fund, Ltd., By: /s/ Peter F. Palmedo, Director	07/31/2012
	** 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 5 (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.
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