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*
Alfers Stephen D.

(Last) (First) (Middle)
1658 COLE BOULEVARD
BUILDING 6, SUITE 210

(Street)
LAKEWOOD CO 80401

(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
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2013
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 17,000,000 (1) (2) (3) 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
Series E Convertible Preferred Stock $0.33 08/08/2013 P 100 08/08/2013 (4) Common Stock 300,000 (5) (6) 100 D
Warrants $0.4 08/08/2013 P 120,000 08/08/2013 08/08/2016 Common Stock 120,000 (6) 120,000 D
Explanation of Responses:
1. The holdings row in Table I is not a new grant of securities of the issuer. The holdings row in Table I updates previously reported information to note that the total number of shares of restricted common stock held by the reporting person is 17,000,000.
2. The reporting person received 12,000,000 shares of restricted common stock on February 9, 2012. Such shares vest in three tranches as follows: Tranche 1 - 3,000,000 shares vest February 9, 2014; Tranche 2 - 6,000,000 shares vest March 14, 2014 and Tranche 3 - 3,000,000 shares vest February 9, 2015.
3. The reporting person received 5,000,000 shares of restricted common stock on June 18, 2012. Such shares vest in three tranches as follows: Tranche 1 - 1,666,666 shares vest March 14, 2014; Tranche 2 - 1,666,666 shares vest June 18, 2014 and Tranche 3 - 1,666,667 shares vest June 18, 2015.
4. There is no expiration date pursuant to which the Series E Convertible Preferred Stock must be converted.
5. Each share of Series E Preferred Stock is convertible into shares of the Company's Common Stock at a conversion rate of 3,000 shares of Common Stock for each share of Series E Preferred.
6. The price of the Series E Convertible Preferred Stock was $990/per share and the reporting person also received a Warrant to acquire a number of shares of Common Stock equal to 40% of the number of shares of Common Stock issuable upon conversion of the Series E Preferred Stock.
/s/ Stephen D. Alfers 08/12/2013
** 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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