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* Honig Barry C (Last) (First) (Middle) 4400 BISCAYNE BOULEVARD (Street) MIAMI FL 33137 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/04/2012	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	12/03/2012		P		3,409,091	A	$0.33(2)	11,137,239	I	See Note(1)

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
Warrants to purchase Common Stock	$0.5	12/03/2012		P		1,363,637		12/03/2012	12/07/2015	Common Stock	1,363,637	(2)	1,363,637	I	See Note(3)

Explanation of Responses:

1. 5,843,333 shares held directly by Mr. Honig. 4,702,906 shares held by GRQ Consultants, Inc. 401(k). Mr. Honig is the trustee of GRQ Consultants, Inc. 401(k) and in such capacity holds voting and dispositive power over shares held by GRQ Consultants, Inc. 401(k). 591,000 shares held by GRQ Consultants, Inc. Mr. Honig is the President of GRQ Consultants, Inc. and in such capacity holds voting and dispositive power over shares held by GRQ Consultants, Inc.

2. The shares of common stock and warrants were purchased by the reporting person in the Issuer's private placement for $1,124,999.91.

3. 1,363,636 warrants to purchase common stock held by GRQ Consultants, Inc. 401(k). Mr. Honig is the trustee of GRQ Consultants, Inc. 401(k) and in such capacity holds voting and dispositive power over shares held by GRQ Consultants, Inc. 401(k). The warrants were purchased

Remarks:

The Form 4, originally filed on December 4, 2012, is amended throughout to reflect the correct date of the subject transaction.

	/s/ Barry Honig	12/04/2012
	** 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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