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^*

COMPOFELICE JOSEPH S

(Last)

(First)

(Middle)

516 2ND AVENUE, SUITE 401

(Street)

FAIRBANKS

99701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Contango ORE, Inc. [ CTGO ]

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)
09/11/2024

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, par value $0.01	09/11/2024		S		7,460	D	$21.14⁽¹⁾	148,498	D
Common Stock, par value $0.01								5,500	I⁽²⁾	Charlie Compofelice UTMA Trust
Common Stock, par value $0.01								5,500	I⁽³⁾	Sylvia Compofelice UTMA Trust
Common Stock, par value $0.01								2,000	I⁽⁴⁾	Compofelice Educational Trust
Common Stock, par value $0.01								5,000	I⁽⁵⁾	Anthony J. Compofelice

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)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.12 to $21.15, inclusive. The reporting person undertakes to provide to Contango ORE, Inc., any security holder of Contango ORE, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. This reporting person is a trustee of Charlie Compofelice UTMA Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

3. This reporting person is a trustee of Sylvia Compofelice UTMA Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

4. This reporting person is a trustee of Compofelice Educational Trust. The members of the reporting person's immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the CTGO common stock held by the trusts except to the extent of his pecuniary interest therein.

5. This reporting person is Anthony Joseph Compofelice. The reporting person is an immediate family member. The reporting person disclaims beneficial ownership of the CTGO common stock held by the individual except to the extent of his pecuniary interest therein.

	/s/ Mike Clark as Attorney in Fact for Joseph Compofelice	09/13/2024
	** 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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Director Compofelice Joseph S sold $157,704 worth of shares (7,460 units at $21.14), decreasing direct ownership by 5% to 148,498 units (SEC Form 4)