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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MERKIN RICHARD N (Last) (First) (Middle) 3115 OCEAN FRONT WALK STREET SUITE 301 (Street) MARINA DEL REY CA 90292 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROSPECT GLOBAL RESOURCES INC. [ PGRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/22/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/22/2011		C(1)(2)(3)		10,538,583	A	(1)(2)(3)	10,538,583	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Secured Promissory Note	(1)(2)(3)	11/22/2011		C			$2,000,000	(1)(2)(3)	(1)(2)(3)	Common stock	10,538,583	(1)(2)(3)	0	D

Explanation of Responses:

1. The Convertible Secured Promissory Note (the "Note"), dated January 24, 2011, was issued in an original principal amount of $2,000,000 by Prospect Global Resources, Inc., a Delaware corporation, to the reporting person. The Note bore interest at the rate of 10% per annum and was initially convertible into shares of Prospect Global Resources, Inc., a Delaware corporation. In connection with the consummation of the issuer's merger transaction consummated on February 11, 2011, the Note became convertible into shares of common stock of the issuer. (Continued in Footnote 2)

2. Following the issuer's merger transaction consummated on February 11, 2011, and giving effect to the Amendment, dated April 20, 2011, by and between the reporting person and the issuer, the Note, including the aggregate principal amount plus all accrued interest thereon, (1) was convertible at any time on or prior to January 24, 2012, at the election of the reporting person, as the holder of the Note, into 10,538,583 shares of the issuer's common stock, and (2) would automatically convert into 10,538,583 shares of the issuer's common stock upon the issuer's sale of its securities in a transaction (or series of transactions) occurring on or prior to January 24, 2012 for an aggregate purchase price paid to the issuer of no less than $10,000,000. (Continued in Footnote 3)

3. On November 22, 2011, in accordance with its terms, the Note automatically converted in full into, and the issuer issued to the reporting person, an aggregate of 10,538,583 shares of the issuer's common stock in connection with the issuer's issuance, on November 22, 2011, of shares of common stock and a warrant to purchase shares of common stock to Very Hungry LLC for total cash proceeds to the issuer of $10,999,998.75. Substantially concurrent therewith, the reporting person contributed these shares of common stock to Central Valley Administrators, Inc., of which the reporting person is the sole officer, director and shareholder, as an additional capital contribution. Accordingly, the reporting person continues to beneficially own such shares for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.

Remarks:

All of the shares of the issuer's common stock reported on this Form 4 are contemporaneously being reported on a Form 3 filed by Central Valley Administrators, Inc. The reporting person and Central Valley Administrators, Inc. intend to file jointly with respect to future transactions involving the subject shares of the issuer.

	/s/ Richard N. Merkin	12/06/2011
	** Signature of Reporting Person	Date
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