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
X	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 BLVD., BLDG. 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) 04/03/2019
	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	04/03/2019		D		737,178	D	(1)	0	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	$2.8	04/03/2019		D			100(1)	(2)	(2)	Common Stock	35,358(3)	(7)	0	D
Restricted Stock Units	$0	04/03/2019		D			300,000(1)(4)	(9)	(9)	Common Stock	300,000	(8)	0	D
Restricted Stock Units	$0	04/03/2019		D			400,000(1)(5)	(9)	(9)	Common Stock	400,000	(8)	0	D
Restricted Stock Units	$0	04/03/2019		D			50,000(1)(6)	(9)	(9)	Common Stock	50,000	(8)	0	D

Explanation of Responses:

1. This transaction reflects the disposition of the securities of the Issuer held by the reporting person pursuant to the Agreement and Plan of Merger dated September 28, 2018, as amended on March 1, 2019 (the "Merger Agreement"), by and among the Issuer, Americas Silver Corporation ("Americas Silver"), and R Merger Sub, Inc. The parties completed the merger (the "Merger") on April 3, 2019 (the "Closing Date"). On the Closing Date, the common shares of Americas Silver Corporation stock had a market value of $1.53 per share.

2. Series E Preferred Stock may be converted at any time and from time to time and has no expiration date.

3. Each share of Series E Preferred Stock is convertible into shares of the Company's Common Stock at a conversion rate of approximately 353.571 shares of common stock for each share of Series E Preferred Stock.

4. 300,000 vested restricted stock units granted on June 28, 2015.

5. 400,000 vested restricted stock units granted on June 28, 2015; 120,000 units vested in June 2016, 60,000 units vested March 2017, and all remaining units vested on the Closing Date.

6. 50,000 vested restricted stock units granted on March 21, 2017.

7. 100 shares of Series E Convertible Preferred Stock were converted into 35,711 shares of Pershing Gold common stock immediately prior to the effectiveness of the Merger and then immediately cancelled upon effectiveness of the Merger and converted into the right to receive 0.715 of a common share of American Silver having a market value of $1.53 per share on the Closing Date for each share of the Issuer's common stock.

8. Cancelled at the Closing Date and converted into the right to receive 0.715 of a common share of American Silver having a market value of $1.53 per share on the Closing Date for each share of the Issuer's common stock underlying such restricted stock unit.

9. Each Restricted Stock Unit is convertible into one share of Issuer common stock upon events specified in the Restricted Stock Unit Grant Agreement with the reporting person. Restricted Stock Units have no expiration date.

	/s/ Eric Alexander, as attorney-in-fact	04/05/2019
	** 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).
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