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).

1. Name and Address of Reporting Person^*

Honig Barry C

(Last)

(First)

(Middle)

215 SE SPANISH TRAIL

(Street)

BOCA RATON

33432

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pershing Gold Corp. [ PGLC ]

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)
04/03/2019

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	04/03/2019		D		5,269,167	D	⁽¹⁾	0	I	See Footnote⁽²⁾
Common Stock	04/03/2019		D		3,277,967	D	⁽¹⁾	0	D⁽³⁾
Common Stock	04/03/2019		D		130,892	D	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Common Stock	04/03/2019		D		1,767,575	D	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Common Stock	04/03/2019		D		89,147	D	⁽¹⁾	0	I	See Footnote⁽⁶⁾

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)
Series E Convertible Preferred Stock	⁽⁸⁾	04/03/2019		D			1,495,606	⁽⁷⁾	⁽⁷⁾	Common Stock	1,495,606	⁽⁸⁾	0	I	See Footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁸⁾	04/03/2019		D			301,950	⁽⁷⁾	⁽⁷⁾	Common Stock	301,950	⁽⁸⁾	0	D
Series E Convertible Preferred Stock	⁽⁸⁾	04/03/2019		D			731,892	⁽⁷⁾	⁽⁷⁾	Common Stock	731,892	⁽⁸⁾	0	I	See Footnote⁽⁵⁾
Series E Convertible Preferred Stock	⁽⁸⁾	04/03/2019		D			205,425	⁽⁷⁾	⁽⁷⁾	Common Stock	205,425	⁽⁸⁾	0	I	See Footnote⁽⁶⁾
Warrants	⁽⁹⁾	04/03/2019		D			396,039	12/19/2017	12/19/2019	Common Stock	396,039	⁽⁹⁾	0	I	See Footnote⁽²⁾
Options	⁽¹⁰⁾	04/03/2019		D			22,223	09/29/2010	09/29/2020	Common Stock	22,223	⁽¹⁰⁾	0	D
Options	⁽¹⁰⁾	04/03/2019		D			666,667	04/06/2012	04/06/2022	Common Stock	666,667	⁽¹⁰⁾	0	D
Options	⁽¹⁰⁾	04/03/2019		D			55,556	06/18/2012	06/18/2022	Common Stock	55,556	⁽¹⁰⁾	0	D

Explanation of Responses:

1. This transaction reflects the disposition of the securities of the Issuer held by the reporting person pursuant to the Agreement and Plan of Merger dated September 28, 2018, as amended on March 1, 2019 (the "Merger Agreement"), by and among the Issuer, Americas Silver Corporation ("Americas Silver") and R Merger Sub, Inc. The parties completed the merger (the "Merger") on April 3, 2019 (the "Closing Date"). On the Closing Date, each share of Common Stock was canceled and extinguished and automatically converted into the right to receive 0.715 common shares of Americas Silver at a market value of $1.53 per share as of the Closing Date.

2. The securities reported on this line are held by GRQ Consultants, Inc. 401K of which Barry Honig ("Mr. Honig") is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. 401K.

3. The securities reported on this line represent 2,845,890 shares of Common Stock held by Mr. Honig, individually, and 432,077 shares of Common Stock held by Mr. Honig and his spouse, Renee Honig, as tenants by the entirety.

4. The securities reported on this line are held by GRQ Consultants, Inc. of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc.

5. The securities reported on this line are held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig of which Mr. Honig is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig.

6. The securities reported on this line are held by GRQ Consultants, Inc. Defined Benefit Plan of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Defined Benefit

7. Such Series E Preferred Stock may be converted at any time and from time to time and has no expiration date.

8. This transaction reflects the disposition of securities in connection with the Merger whereby the Series E Convertible Preferred Stock held by the reporting person was exchanged at a ratio of 461.440 preferred shares of Americas Silver for each share of Series E Preferred Stock.

9. This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding warrant to purchase Common Stock was terminated.

10. This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding stock option to purchase Common Stock was terminated.

	/s/ Barry C. Honig	04/12/2019
	** 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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