SEC FORM 4

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^*

Very Hungry LLC

(Last)

(First)

(Middle)

730 17TH STREET, SUITE 800

(Street)

DENVER

80202

(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)
08/30/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/30/2013⁽¹⁾		C		739,337⁽²⁾	A	⁽¹⁾	2,083,258⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Preferred Stock	⁽¹⁾	08/30/2013⁽¹⁾		J		4,436,017.3		⁽¹⁾	⁽³⁾	Common Stock	1,834,650⁽¹⁾	⁽¹⁾	4,436,017.3	D
Convertible Preferred Stock	⁽¹⁾	08/30/2013⁽¹⁾		C			4,436,017.3	⁽¹⁾	⁽³⁾	Common Stock	1,834,650⁽¹⁾	⁽¹⁾	0	D
Common Stock Warrant	$6⁽²⁾	08/30/2013⁽¹⁾		C		1,095,313⁽²⁾		⁽⁴⁾	08/30/2018	Common Stock	1,095,313⁽²⁾	⁽¹⁾	1,095,313⁽²⁾	D
Common Stock Warrant	$15⁽²⁾							⁽⁴⁾	08/01/2017	Common Stock	96,833⁽²⁾		96,833⁽²⁾	D

Explanation of Responses:

1. On July 10, 2013, the reporting person agreed to exchange a $4.4 million subordinated promissory note from the issuer for convertible preferred stock of the issuer. The preferred stock was convertible into common stock and warrants of the issuer upon approval of the conversion by the stockholders of the issuer. On August 30, 2013, the issuer's stockholders approved the conversion and the preferred stock converted automatically into common stock and warrants of the issuer.

2. All share numbers and exercise prices reflect the effects of the 50-to-one reverse common stock split implemented by the issuer on September 4, 2013.

3. Not applicable.

4. The warrant is currently exercisable.

Remarks:

	/s/ Brian Fleischmann, Manager	10/02/2013
	** 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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