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