Statement of Changes in Beneficial Ownership (4)
22 March 2018 - 8:41AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Honig Barry C
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2. Issuer Name
and
Ticker or Trading Symbol
Pershing Gold Corp.
[
PGLC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
555 SOUTH FEDERAL HIGHWAY, SUITE 450
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2018
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(Street)
BOCA RATON, FL 33432
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 ("Common Stock")
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3/19/2018
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P
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497
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A
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$2.01
(1)
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5880041
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I
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See footnotes
(2)
(3)
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Common Stock
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3/20/2018
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P
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350
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A
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$2.05
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5880391
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I
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See footnotes
(2)
(3)
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Common Stock
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2395600
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D
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$3.40
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12/19/2017
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12/19/2019
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Common Stock
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396039
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396039
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I
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See footnotes
(2)
(3)
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Series E Preferred Stock
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$2.80
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(4)
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(4)
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Common Stock
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2432923
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6881
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I
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See footnotes
(2)
(3)
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Series E Preferred Stock
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$2.80
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(4)
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(4)
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Common Stock
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301950
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854
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D
(3)
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Options
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$10.80
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9/29/2010
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9/29/2020
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Common Stock
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22223
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22223
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D
(3)
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Options
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$6.30
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4/6/2012
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4/6/2022
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Common Stock
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666667
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666667
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D
(3)
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Options
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$6.12
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6/18/2012
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6/18/2022
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Common Stock
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55556
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55556
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D
(3)
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Restricted Stock Units
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$0
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12/11/2015
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(6)
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Common Stock
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9579
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9579
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D
(3)
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Restricted Stock Units
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$0
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(5)
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(6)
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Common Stock
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10000
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10000
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D
(3)
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Restricted Stock Units
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$0
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4/28/2017
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(6)
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Common Stock
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11228
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11228
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D
(3)
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Restricted Stock Units
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$0
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6/30/2017
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(6)
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Common Stock
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3316
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3316
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D
(3)
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Restricted Stock Units
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$0
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9/29/2017
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(6)
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Common Stock
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2458
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2458
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D
(3)
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Restricted Stock Units
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$0
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12/29/2017
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(6)
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Common Stock
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2605
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2605
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D
(3)
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Explanation of Responses:
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(1)
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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.
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(2)
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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).
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(3)
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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.
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(4)
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Such Series E Preferred Stock may be converted at any time and from time to time and has no expiration date.
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(5)
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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.
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(6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Honig Barry C
555 SOUTH FEDERAL HIGHWAY
SUITE 450
BOCA RATON, FL 33432
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X
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X
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Signatures
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/s/ Barry Honig
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3/21/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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