FORM 4

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

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Lassonde, Pierre

2. Issuer Name and Ticker or Trading Symbol
Newmont Mining Corporation NEM

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President and Director                            

(Last)      (First)     (Middle)

1700 Lincoln Street
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Denver, Co 80203

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Exchangeable Shares ⁽¹⁾

$0.00

G⁽³⁾

16,500

2/16/02

 ⁽¹⁾

Common Stock

1,188,325

I

By Firelight Investments Ltd.

Exchangeable Shares ⁽¹⁾

$0.00

2/16/02

 ⁽¹⁾

1,549,631

I

By 2008940 Ontario Inc.

Exchangeable Shares ⁽¹⁾

$0.00

2/16/02

 ⁽¹⁾

56,032

I

By Lassonde Family Trust

Exchangeable Shares ⁽¹⁾

$0.00

2/16/02

 ⁽¹⁾

80,736

I

By 2008942 Ontario Inc.

Exchangeable Shares ⁽¹⁾

$0.00

2/16/02

 ⁽¹⁾

18,501

D

Explanation of Responses:

(1) The Exchangeable Shares are shares of stock of Newmont Mining Corporation of Canada Limited (formerly 4011686 Canada Inc.), a corporation existing under the laws of Canada and wholly-owned subsidiary of the Issuer, that are convertible into common stock of the Issuer on a one-for-one basis at the option of the holder at any time after February 16, 2002, pursuant to the terms set forth in the Provisions Attaching to the Exchangeable Shares (the "Provisions") set forth as Appendix 1 to Schedule B of that certain Arrangement Agreement, dated November 14, 2001, between Franco-Nevada Mining Corporation Limited and Newmont Gold Company (formerly known as Newmont Mining Corporation). Pursuant to that certain Voting and Exchange Trust Agreement, between the Issuer, Newmont Mining Corporation of Canada Limited (formerly 4011686 Canada Inc.) and Computershare Trust Company of Canada (the "Trustee"), holders of Exchangeable Shares are entitled to direct the Trustee to cast the votes attaching to the shares of the Special Voting Stock of the Issuer held by the Trustee, on all matters submitted to the stockholders of the issuer. The Exchangeable Shares remain exchangeable at the option of the holder until redeemed by the Issuer pursuant to, and subject to the conditions of, the Provisions.
(2) Pierre Lassonde has executed a power of attorney, a copy of which has been previously filed, that authorizes Ardis Young to sign this Form 4 on his behalf.
(3) Gift by Reporting Person to Ecole Polytechique University in Toronto, Canada.

**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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