SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Quincy Prelude LLC (Last) (First) (Middle) 555 SOUTH BARRINGTON AVENUE, #216 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/11/2011	3. Issuer Name and Ticker or Trading Symbol PROSPECT GLOBAL RESOURCES INC. [ PGRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,900,000(1)	D
Common Stock	1,516,667(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Quincy Prelude LLC (Last) (First) (Middle) 555 SOUTH BARRINGTON AVENUE, #216 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Buffalo Management LLC (Last) (First) (Middle) 555 SOUTH BARRINGTON AVENUE, #216 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brownstein Chad T. (Last) (First) (Middle) 555 SOUTH BARRINGTON AVENUE, #216 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Quincy Prelude LLC is the record owner of this common stock. Chad T. Brownstein, in his capacity as the owner of 100% of the voting interest of this entity, has a pecuinary interest in this common stock.

2. Buffalo Management LLC is the record owner of this common stock. Quincy Prelude LLC, in its capacity as the sole member of this entity, and Chad T. Brownstein, in his capacity as the owner of 100% of the voting interest of Quincy Prelude LLC, have a pecuinary interest in this common stock.

	/s/ Chad T. Brownstein, as the Managing Member of Quincy Prelude LLC	06/03/2011
	/s/ Quincy Prelude LLC, as the Sole Member of Buffalo Management LLC, by Chad T. Brownstein, its Managing Member	06/03/2011
	/s/ Chad T. Brownstein	06/03/2011
	** 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 5 (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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