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* Buffalo Management LLC (Last) (First) (Middle) 555 SOUTH BARRINGTON AVENUE, #216 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROSPECT GLOBAL RESOURCES INC. [ PGRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/01/2012
	4. 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 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	04/19/2013		S		542,000	D	$0.18(1)	274,667(2)(3)	D
Common Stock								2,900,000(4)	D
Common Stock								7,400	I	As custodian for son A
Common Stock								6,100	I	As custodian for son B

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
Common Stock Warrants (right to buy)	$2.6	08/01/2012		S			450,000	08/27/2012	07/31/2017	Common Stock	450,000	$0(1)	2,170,454(2)	D
Common Stock Warrants (right to buy)	$2.6	04/19/2013		S			400,000	08/27/2012	07/31/2017	Common Stock	400,000	$0(1)	1,770,454(2)	D

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 X Director X 10% Owner X Officer (give title below) Other (specify below) Exec. Vice Chairman

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)

Explanation of Responses:

1. For consulting services rendered.

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 pecuniary interest in this common stock.

3. Additionally, Buffalo Management LLC has granted an option to purchase 500,000 shares to a Prospect Global Resources Inc. shareholder that owns greater than 5% of Prospect Global Resources Inc.'s outstanding common stock for consulting services rendered.

4. 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 pecuniary interest in this common stock.

	/s/ Jeffrey M. Knetsch, Attorney-in-Fact for Quincy Prelude LLC, as the Sole Member of Buffalo Management LLC, by Chad T. Brownstein, its Managing Member	04/19/2013
	/s/ Jeffrey M. Knetsch, Attorney-in-Fact for Chad T. Brownstein	04/19/2013
	/s/ Jeffrey M. Knetsch, Attorney-in-Fact for Chad T. Brownstein, as the Managing Member of Quincy Prelude LLC	04/19/2013
	** Signature of Reporting Person	Date
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