| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pershing Gold Corp. [ PGLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 04/28/2017 | A | 2,351 | A | $3.51 | 2,341,501 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | $0 | 04/28/2017 | A | 2,342(2) | (3) | (3) | Common Stock | 2,342 | $3.95 | 2,342 | D | ||||
| Restricted Stock Units | $0 | 04/28/2017 | A | 1,457(4) | (3) | (3) | Common Stock | 1,457 | $4.29 | 3,799 | D | ||||
| Restricted Stock Units | $0 | 04/28/2017 | A | 1,601(5) | (3) | (3) | Common Stock | 1,601 | $4.53 | 5,400 | D | ||||
| Restricted Stock Units | $0 | 04/28/2017 | A | 2,218(6) | (3) | (3) | Common Stock | 2,218 | $3.27 | 7,618 | D | ||||
| Restricted Stock Units | $0 | 04/28/2017 | A | 3,610(7) | (3) | (3) | Common Stock | 3,610 | $2.84 | 11,228 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person received a grant of 2,351 shares of common stock in lieu of cash for retainer and meeting fees of $8,250 earned by the Reporting Person during the fiscal quarter ended December 31, 2015. |
| 2. The Reporting Person received a grant of 2,342 shares of restricted stock units in lieu of cash for retainer and meeting fees of $9,250 earned by the Reporting Person during the fiscal quarter ended March 31, 2016. |
| 3. The restricted stock units were granted pursuant to a Restricted Stock Unit Grant Agreement (the "Agreement") dated April 28, 2017. Pursuant to the Agreement, all restricted stock units vested on April 28, 2017. 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 the Agreement. |
| 4. The Reporting Person received a grant of 1,457 shares of restricted stock units in lieu of cash for retainer and meeting fees of $6,250 earned by the Reporting Person during the fiscal quarter ended June 30, 2016. |
| 5. The Reporting Person received a grant of 1,601 shares of restricted stock units in lieu of cash for retainer and meeting fees of $7,250 earned by the Reporting Person during the fiscal quarter ended September 30, 2016. |
| 6. The Reporting Person received a grant of 2,218 shares of restricted stock units in lieu of cash for retainer and meeting fees of $7,250 earned by the Reporting Person during the fiscal quarter ended December 31, 2016. |
| 7. The Reporting Person received a grant of 3,610 shares of restricted stock units in lieu of cash for retainer and meeting fees of $10,250 earned by the Reporting Person during the fiscal quarter ended March 31, 2017. |
| /s/ Barry Honig | 05/02/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||