Pershing Gold Corporation
|
(Name of Issuer)
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Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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715302105
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(CUSIP Number)
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Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
Copy To:
Harvey Kesner, Esq.
61 Broadway, 32nd Fl.
New York, NY 10006
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 16, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 715302105
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
Barry Honig
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||||
(a) [ ]
(b) [ ]
|
|||||||
3
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SEC USE ONLY
|
||||||
|
|||||||
4
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SOURCE OF FUNDS (See Instructions)
|
||||||
PF
|
|||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
||||||
[ ]
|
|||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||||
US
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|||||||
NUMBER OF
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7
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SOLE VOTING POWER:
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|||||
SHARES
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31,723,062(1)
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||||||
BENEFICIALLY
|
8
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SHARED VOTING POWER:
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|||||
OWNED BY
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37,534,572(2)
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||||||
EACH
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9
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SOLE DISPOSITIVE POWER:
|
|||||
REPORTING
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31,723,062 (1)
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||||||
PERSON
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10
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SHARED DISPOSITIVE POWER:
|
|||||
WITH
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37,534,572(2)
|
||||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||
69,257,634 (1) (2)
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|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||||||
[_]
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||
21.94% (based on 273,292,027 shares of Common Stock issued and outstanding as of December 3, 2013)
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||||
IN
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CUSIP No. 715302105
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
GRQ Consultants, Inc. 401K
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||||
(a) [ ]
(b) [ ]
|
|||||||
3
|
SEC USE ONLY
|
||||||
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
|
||||||
WC
|
|||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
||||||
[ ]
|
|||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||||
Florida
|
|||||||
NUMBER OF
|
7
|
SOLE VOTING POWER:
|
|||||
SHARES
|
0
|
||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER:
|
|||||
OWNED BY
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25,433,880 (1)
|
||||||
EACH
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9
|
SOLE DISPOSITIVE POWER:
|
|||||
REPORTING
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0
|
||||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||||
WITH
|
25,433,880 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||
25,433,880 (1)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||||||
[_]
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||
8.80% (based on 273,292,027 shares of Common Stock issued and outstanding as of December 3, 2013)
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||||
OO
|
CUSIP No. 715302105
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
GRQ Consultants, Inc.
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||||
(a) [ ]
(b) [ ]
|
|||||||
3
|
SEC USE ONLY
|
||||||
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
|
||||||
WC
|
|||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
||||||
[ ]
|
|||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||||
Florida
|
|||||||
NUMBER OF
|
7
|
SOLE VOTING POWER:
|
|||||
SHARES
|
|||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER:
|
|||||
OWNED BY
|
993,692 (1)
|
||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
|||||
REPORTING
|
|||||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||||
WITH
|
993,692 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||
993,692 (1)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||||||
[_]
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||
0.36% (based on 273,292,027 shares of Common Stock issued and outstanding as of December 3, 2013)
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||||
CO
|
CUSIP No. 715302105
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||||
(a) [ ]
(b) [ ]
|
|||||||
3
|
SEC USE ONLY
|
||||||
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
|
||||||
WC
|
|||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
||||||
[ ]
|
|||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||||
Florida
|
|||||||
NUMBER OF
|
7
|
SOLE VOTING POWER:
|
|||||
SHARES
|
0
|
||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER:
|
|||||
OWNED BY
|
8,466,800 (1)
|
||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
|||||
REPORTING
|
0
|
||||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||||
WITH
|
8,466,800 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||
8,466,800 (1)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||||||
[_]
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||
3.01% (based on 273,292,027 shares of Common Stock issued and outstanding as of December 3, 2013)
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||||
OO
|
CUSIP No. 715302105
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
GRQ Consultants, Inc. Defined Benefit Plan
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||||
(a) [ ]
(b) [ ]
|
|||||||
3
|
SEC USE ONLY
|
||||||
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
|
||||||
WC
|
|||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
||||||
[ ]
|
|||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||||
Florida
|
|||||||
NUMBER OF
|
7
|
SOLE VOTING POWER:
|
|||||
SHARES
|
|||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER:
|
|||||
OWNED BY
|
2,640,200 (1)
|
||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
|||||
REPORTING
|
|||||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||||
WITH
|
2,640,200 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||
2,640,200 (1)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||||||
[_]
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||
0.96% (based on 273,292,027 shares of Common Stock issued and outstanding as of December 3, 2013)
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||||
OO
|
(a) Mr. Honig beneficially owns 69,257,634 shares or 21.94% of the Issuer’s common stock, including (i) 15,584,662 shares of common stock, (ii) options to purchase 13,400,000 shares of common stock, (iii) 652 shares of Series E Preferred Stock which may be converted in to 1,956,000 shares of common stock and (iv) warrants to purchase 782,400 shares of common stock held by Mr. Honig; (i) 9,601,243 shares of common stock, and (ii) 1,363,637 warrants to purchase shares of common stock, (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,833,000 shares of common stock and (iv) warrants to purchase 3,636,000 shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”); 993,692 shares of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”); (i) 530,000 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,000 shares of common stock and (iii) warrants to purchase 1,726,800 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”) and (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”). All beneficial ownership numbers and percentages exclude unvested 2,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer and which would not vest within 60 days.
(b) Mr. Honig may be deemed to hold sole voting and dispositive power over 31,723,062 shares of the Issuer’s common stock (1) and shares voting and dispositive power over 37,534,572 shares of common stock (2).
GRQ 401K may be deemed to hold shared voting and dispositive power over (i) 9,601,243 shares of common stock, (ii) 1,363,637 warrants to purchase shares of common stock, (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,833,000 shares of common stock and (iv) warrants to purchase 3,636,000 shares of common stock.
(c) On December 13, 2013, GRQ 401K purchased 300,000 shares of the Issuer’s common stock at a purchase price of $0.351 per share.
(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 69,257,634 shares of common stock reported in Item 5(a).
Exhibit
Number
|
Description
|
99.1
|
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan*
|
Dated: December 16, 2013
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: December 16, 2013
|
GRQ CONSULTANTS, INC. 401K
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: December 16, 2013
|
GRQ CONSULTANTS, INC.
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig, President
|
Dated: December 16, 2013
|
GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: December 16, 2013
|
GRQ CONSULTANTS, INC. DEFINED BENEFIT PLAN
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Exhibit
Number
|
Description
|
99.1
|
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan *
|