0001144204-19-018508.txt : 20190405
0001144204-19-018508.hdr.sgml : 20190405
20190405195556
ACCESSION NUMBER: 0001144204-19-018508
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190403
FILED AS OF DATE: 20190405
DATE AS OF CHANGE: 20190405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Karr Edward M
CENTRAL INDEX KEY: 0001562138
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37481
FILM NUMBER: 19736223
MAIL ADDRESS:
STREET 1: RAMPARTNERS
STREET 2: 19 BLVD GEORGES-FAVON
CITY: GENEVA
STATE: V8
ZIP: 1204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pershing Gold Corp.
CENTRAL INDEX KEY: 0001432196
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 260657736
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1658 COLE BOULEVARD
STREET 2: BUILDING 6, SUITE 210
CITY: LAKEWOOD
STATE: CO
ZIP: 80401
BUSINESS PHONE: (877) 705-9357
MAIL ADDRESS:
STREET 1: 1658 COLE BOULEVARD
STREET 2: BUILDING 6, SUITE 210
CITY: LAKEWOOD
STATE: CO
ZIP: 80401
FORMER COMPANY:
FORMER CONFORMED NAME: Sagebrush Gold Ltd.
DATE OF NAME CHANGE: 20110519
FORMER COMPANY:
FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co.
DATE OF NAME CHANGE: 20101005
FORMER COMPANY:
FORMER CONFORMED NAME: Excel Global, Inc.
DATE OF NAME CHANGE: 20080411
4
1
tv518320_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-04-03
1
0001432196
Pershing Gold Corp.
PGLC
0001562138
Karr Edward M
1658 COLE BLVD., BLDG. 6, SUITE 210
LAKEWOOD
CO
80401
1
0
0
0
Common Stock
2019-04-03
4
D
0
185316
D
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
5556
D
Common Stock
5556
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
12500
D
Common Stock
12500
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
10000
D
Common Stock
10000
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
2595
D
Common Stock
2595
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
1690
D
Common Stock
1690
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
2042
D
Common Stock
2042
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
2523
D
Common Stock
2523
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
3610
D
Common Stock
3610
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
3316
D
Common Stock
3316
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
2797
D
Common Stock
2797
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
2797
D
Common Stock
2797
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
3021
D
Common Stock
3021
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
5000
D
Common Stock
5000
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
4513
D
Common Stock
4513
0
D
Restricted Stock Units
0
2019-04-03
4
D
0
4509
D
Common Stock
4509
0
D
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.
5,556 vested restricted stock units granted June 9, 2015;
12,500 vested restricted stock units granted on December 12, 2015.
10,000 vested restricted stock units granted on February 3, 2017
Aggregate of 12,460 vested restricted stock units granted April 28, 2017.
3,316 vested restricted stock units granted June 30, 2017.
2,797 vested restricted stock units granted September 29, 2017.
3,021 vested restricted stock units granted December 29, 2017.
5,000 vested restricted stock units granted January 29, 2018.
4,513 vested restricted stock units granted April 26, 2018.
4,509 vested restricted stock units granted June 29, 2018.
Cancelled at the effective date of the merger and converted into the right to receive 0.715 of a common share of the 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.
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
2019-04-05