0001521536-12-000522.txt : 20120606 0001521536-12-000522.hdr.sgml : 20120606 20120606125018 ACCESSION NUMBER: 0001521536-12-000522 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Gold Corp. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 260657736 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86863 FILM NUMBER: 12891399 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 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 1 q1100557_sc13gfrost.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
(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)


Pershing Gold Corporation.
(Name of Issuer)

COMMON STOCK, PAR VALUE $.0001
 (Title of Class of Securities)

715302105
 (CUSIP Number)

Harvey Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 5, 2012
 (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)
[ X ] Rule 13d-1(c)
[    ] Rule 13d-1(d)

 
 
 
 

 
CUSIP No. 715302105

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frost Gamma Investments Trust
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                             (a) ¨
                                                                                                                                                                  (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
20,408,721(1)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
20,408,721(1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,408,721 (1)
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                                                                                                      ¨
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 9.99 % (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
 
12
 
TYPE OF REPORTING PERSON
OO

(1) Frost Gamma Investments Trust owns 15,556,558 shares of common stock.  Frost Gamma Investments Trust also owns 3,284,396 shares of non-voting Series C Convertible Preferred Stock that are convertible into 9,383,988 shares of common stock and 6,086,968 shares of Series D Convertible Preferred Stock, which are convertible into 17,391,337 shares of common stock.  The Series C Preferred Stock and the Series D Preferred Stock may not be converted and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion exceeds 9.99% of the then issued and outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Series C Preferred Stock or the Series D Preferred Stock Certificate of Designation.  Frost Gamma Investments Trust’s beneficial ownership has been limited accordingly.
 
 
 
 
 
CUSIP No. 715302105

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Phillip Frost
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
 
5
 
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
20,408,721(1) (2)
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
0
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
20,408,721(1) (2)
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,408,721(1) (2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 % (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
12
TYPE OF REPORTING PERSON
IN
 
 
(1)
Frost Gamma Investments Trust owns 15,556,558 shares of common stock.  Frost Gamma Investments Trust also owns 3,284,396 shares of non-voting Series C Convertible Preferred Stock that are convertible into 9,383,988 shares of common stock and 6,086,968 shares of Series D Convertible Preferred Stock, which are convertible into 17,391,337 shares of common stock.  The Series C Preferred Stock and the Series D Preferred Stock may not be converted and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion exceeds 9.99% of the then issued and outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Series C Preferred Stock or the Series D Preferred Stock Certificate of Designation.  Dr. Frost’s and Frost Gamma Investments Trust’s beneficial ownership has been limited accordingly.

 
(2)
Held by Frost Gamma Investments Trust of which Dr. Phillip Frost is the trustee.  Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust.  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 also the sole shareholder of Frost-Nevada Corporation.
 
 
 
 
 
Item 1(a).                   Name of Issuer:

Pershing Gold Corporation

Item 1(b).                   Address of Issuer's Principal Executive Offices:

1658 Cole Boulevard
Building 6-Suite 210, Lakewood, CO 80401

Item 2(a).                   Name of Person Filing.

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

Item 2(b).                   Address of Principal Business Office or, if None, Residence.

4400 Biscayne Boulevard, Miami, FL 33137

Item 2(c).                   Citizenship.

The Trust is established in Florida and Dr. Frost is a citizen of the United States.

Item 2(d).                   Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e).                   CUSIP Number.

715302105

Item 3.                        Type of Person.

Not applicable.

Item 4.                        Ownership.

 
(a)
Amount beneficially owned: 20,408,721(1) (2)
 
(b)
Percent of class: 9.99% (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 20,408,721 (1) (2)
 
(iii)
Sole Power to dispose or to direct the disposition of: 0
 
(iv)
Shared Power to dispose or to direct the disposition of: 20,408,721 (1) (2)

(1) Frost Gamma Investments Trust owns 15,556,558 shares of common stock.  Frost Gamma Investments Trust also owns 3,284,396 shares of non-voting Series C Convertible Preferred Stock that are convertible into 9,383,988 shares of common stock and 6,086,968 shares of Series D Convertible Preferred Stock, which are convertible into 17,391,337 shares of common stock.  The Series C Preferred Stock and the Series D Preferred Stock may not be converted and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion exceeds 9.99% of the then issued and outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Series C Preferred Stock or the Series D Preferred Stock Certificate of Designation.  Dr. Frost’s and Frost Gamma Investments Trust’s beneficial ownership has been limited accordingly.

(2) Held by Frost Gamma Investments Trust of which Dr. Phillip Frost is the trustee.  Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust.  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 also the sole shareholder of Frost-Nevada Corporation.
 
 
 
 
 
Item 5.                 Ownership of Five Percent or Less of a Class.

Not applicable.

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 or Control Person.
 
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: June 6, 2012  
     
  Frost Gamma Investments Trust  
       
 
 Signature: Phillip Frost  
  Name/Title: Phillip Frost, Trustee  
       
       
 
 
Signature: Phillip Frost  
  Name/Title: Phillip Frost