Officer Lyon Mckinsey Margaret converted options into 10,612 shares, was granted 63,672 shares and sold $200,302 worth of shares (22,710 units at $8.82), increasing direct ownership by 137% to 89,154 units (SEC Form 4)
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Precious Metals
Basic Materials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PERPETUA RESOURCES CORP. [ PPTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 03/05/2025 | M | 10,612 | A | (1) | 48,192 | D | |||
| Common Shares | 03/05/2025 | A | 63,672 | A | $0 | 111,864 | D | |||
| Common Shares | 03/05/2025 | S(2) | 3,245 | D | $8.82(3) | 108,619 | D | |||
| Common Shares | 03/05/2025 | S(4) | 19,465 | D | $8.82(3) | 89,154 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (1) | 03/05/2025 | M | 10,612 | (5) | (5) | Common Shares | 10,612 | $0 | 54,430 | D | ||||
| Explanation of Responses: |
| 1. A restricted share unit ("RSU") entitles the holder to receive one Common Share (or cash equal to the value thereof) for each vested RSU. The RSUs that vested on March 5, 2025 were settled in Common Shares of the Issuer. |
| 2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of Restricted Share Units, which vested on March 5, 2025, and were settled in Common Shares of the Issuer. |
| 3. The sale price included on this Form 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.76 to $9.00, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the ranges set forth in this footnote (3). |
| 4. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of Performance Share Units, which vested on March 5, 2025, when certification of the applicable performance measures occurred, and were settled in Common Shares of the Issuer following such certification. |
| 5. On March 5, 2022, the reporting person was granted 36,863 RSUs, which vest ratably on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Perpetua Resources Corp. Omnibus Equity Incentive Plan. |
| Remarks: |
| (6) VP, External Affairs at Perpetua Resources Idaho, Inc., a wholly owned subsidiary of Perpetua Resources Corp. |
| /s/ Tanya Nelson, as attorney-in-fact for Mckinsey Lyon | 03/07/2025 | |
| ** 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. | ||