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^*

Honig Barry C

(Last)

(First)

(Middle)

555 SOUTH FEDERAL HIGHWAY

SUITE 450

(Street)

BOCA RATON

33432

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2018

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, par value $0.0001 ("Common Stock")	03/19/2018		P		497	A	$2.01⁽¹⁾	5,880,041	I	See footnotes⁽²⁾⁽³⁾
Common Stock	03/20/2018		P		350	A	$2.05	5,880,391	I	See footnotes⁽²⁾⁽³⁾
Common Stock								2,395,600	D⁽³⁾

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)
Warrants	$3.4							12/19/2017	12/19/2019	Common Stock	396,039		396,039	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	$2.8							⁽⁴⁾	⁽⁴⁾	Common Stock	2,432,923		6,881	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	$2.8							⁽⁴⁾	⁽⁴⁾	Common Stock	301,950		854	D⁽³⁾
Options	$10.8							09/29/2010	09/29/2020	Common Stock	22,223		22,223	D⁽³⁾
Options	$6.3							04/06/2012	04/06/2022	Common Stock	666,667		666,667	D⁽³⁾
Options	$6.12							06/18/2012	06/18/2022	Common Stock	55,556		55,556	D⁽³⁾
Restricted Stock Units	$0							12/11/2015	⁽⁶⁾	Common Stock	9,579		9,579	D⁽³⁾
Restricted Stock Units	$0							⁽⁵⁾	⁽⁶⁾	Common Stock	10,000		10,000	D⁽³⁾
Restricted Stock Units	$0							04/28/2017	⁽⁶⁾	Common Stock	11,228		11,228	D⁽³⁾
Restricted Stock Units	$0							06/30/2017	⁽⁶⁾	Common Stock	3,316		3,316	D⁽³⁾
Restricted Stock Units	$0							09/29/2017	⁽⁶⁾	Common Stock	2,458		2,458	D⁽³⁾
Restricted Stock Units	$0							12/29/2017	⁽⁶⁾	Common Stock	2,605		2,605	D⁽³⁾

Explanation of Responses:

1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.00 to $2.04 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.

2. The securities reported on this line are held by GRQ Consultants, Inc. 401K (of which Barry Honig ("Mr. Honig") is Trustee), GRQ Consultants, Inc. (of which Mr. Honig is President), GRQ Consultants, Inc. Roth 401K FBO Barry Honig (of which Mr. Honig is Trustee) and GRQ Consultants, Inc. Defined Benefit Plan (of which Mr. Honig is Trustee).

3. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the Reporting Person's pecuniary interest therein.

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

5. Pursuant to the Restricted Stock Unit Grant Agreement, dated February 3, 2017, 5,000 units vested on the issuance date, February 3, 2017, and 5,000 units vested on February 3, 2018.

6. The restricted stock units were granted pursuant to their applicable Restricted Stock Unit Grant Agreements. For each vested restricted stock unit, the Reporting Person will be entitled to receive one share of Common Stock upon termination of service on the Issuer's board of directors, in connection with a change in control or under certain other circumstances, all as set forth in such agreements.

	/s/ Barry Honig	03/21/2018
	** 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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