Dakota Territory Resource Form 4 / ROBERT QUARTERMAIN ownership change

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^*

QUARTERMAIN ROBERT

(Last)

(First)

(Middle)

141 GLENDALE DRIVE

(Street)

LEAD

57754

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DAKOTA TERRITORY RESOURCE CORP [ DTRC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2022

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	03/31/2022		D⁽¹⁾		425,000	D	⁽²⁾	0	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)
Stock Options	$4.76	03/31/2022		D⁽¹⁾			275,000	05/17/2021⁽³⁾	05/17/2026	Common Stock	275,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Reflects securities disposed of pursuant to the Mergers (as defined below). On March 31, 2022, the Issuer and Dakota Gold Corp., formerly JR Resources Corp. ("Dakota Gold") combined pursuant to that certain Amended and Restated Agreement and Plan of Merger entered into by and among the Issuer, Dakota Gold, DGC Merger Sub I Corp. ("Merger Sub I") and DGC Merger Sub II LLC ("Merger Sub II"), dated as of September 10, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving and then merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Dakota Gold (the "Mergers"). JR Resources Corp. changed its name to Dakota Gold Corp. prior to the Mergers.

2. At the effective time of the Mergers, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically canceled and converted into the right to receive one share of Dakota Gold common stock.

3. The options vest one-third on May 17, 2021, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant

4. At the effective time of the Mergers, each outstanding Issuer stock option or restricted stock unit, whether vested or unvested, was assumed and converted into an option or restricted stock unit, as applicable, with respect to shares of common stock of Dakota Gold equal to the number of shares of Issuer common stock subject to such option or restricted share unit, on the same terms and conditions as applied to such option or restricted share unit immediately prior to the effective time of the Mergers.

	s/ Daniel Cherniak, as attorney-in-fact for Robert Quartermain	04/04/2022
	** 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.
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Dakota Territory Resource (DTRC) Form 4DAKOTA TERRITORY RESOURCE / ROBERT QUARTERMAIN ownership change