0001144204-16-101354.txt : 20160513 0001144204-16-101354.hdr.sgml : 20160513 20160512175132 ACCESSION NUMBER: 0001144204-16-101354 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160512 GROUP MEMBERS: DR. PHILLIP FROST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Gold Corp. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 260657736 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86863 FILM NUMBER: 161645207 BUSINESS ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 BUSINESS PHONE: (877) 705-9357 MAIL ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: Sagebrush Gold Ltd. DATE OF NAME CHANGE: 20110519 FORMER COMPANY: FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co. DATE OF NAME CHANGE: 20101005 FORMER COMPANY: FORMER CONFORMED NAME: Excel Global, Inc. DATE OF NAME CHANGE: 20080411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frost Gamma Investments Trust CENTRAL INDEX KEY: 0001380896 IRS NUMBER: 460464745 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-6000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: Frost Gamma Investment Trust DATE OF NAME CHANGE: 20061113 SC 13G/A 1 v439840_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

(Amendment No. 6)

PERSHING GOLD CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

715302204

(CUSIP Number)

May 9, 2016

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP No. 715302204

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Dr. Phillip Frost

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

9,804 (1)

EACH

REPORTING

SOLE DISPOSITIVE POWER

PERSON WITH

SHARED DISPOSITIVE POWER

9,804 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,804(1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)

TYPE OF REPORTING PERSON*

(1)

Represents warrants to purchase 9,804 shares of common stock held by Frost Gamma Investments Trust (“FGIT”), of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation.

CUSIP No. 715302204

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Frost Gamma Investments Trust

46-0464745

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF
SHARES

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

9,804 (1)

EACH

REPORTING

SOLE DISPOSITIVE POWER

PERSON WITH

SHARED DISPOSITIVE POWER

9,804 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,804(1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)

TYPE OF REPORTING PERSON*

(1)

Represents warrants to purchase 9,804 shares of common stock held by FGIT.

Item1(a).

Name of Issuer:

Pershing Gold Corporation, a Nevada corporation (“Issuer”).

Item 1(b).

Address of Issuer's Principal Executive Offices:

1658 Cole Boulevard

Building 6 - Suite 210

Lakewood, Colorado

Item 2(a).

Name of Person Filing.

The statement is filed on behalf of Dr. Phillip Frost and Frost Gamma Investments Trust (collectively, the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office or, if None, Residence.

The Reporting Persons have a business address located at 4400 Biscayne Blvd. Miami, FL 33137.

Item 2(c).

Citizenship.

Dr. Frost is a citizen of the United States. FGIT is established in the State of Florida.

Item 2(d).

Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e).

CUSIP Number.

715302204

Item 3.

Type of Person

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned: 9,804 (1)

(b)

Percent of class: 0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 9,804 (1)

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 9,804 (1)

(1)

Represents warrants to purchase 9,804 shares of common stock held by FGIT, of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 12, 2016	/s/ Phillip Frost, M.D.
	Phillip Frost, M.D.

	Frost Gamma Investments Trust

Date: May 12, 2016	/s/ Phillip Frost, M.D.
	By:	Phillip Frost, M.D., Trustee