SEC Form 4 · accession 0000902664-18-001721
Pershing Gold Corp. · PGLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry C Honig
Director · 10% Owner
Period of report
Mar 19, 2018
Accepted (ET)
Mar 21, 2018 · 5:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001432196
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 ("Common Stock")F1,F2,F3 | Mar 19, 2018 | P | 497 | $2.01 | A | 5,880,041 | I | See footnotes |
| Common StockF2,F3 | Mar 20, 2018 | P | 350 | $2.05 | A | 5,880,391 | I | See footnotes |
| Common StockF3 | holding | — | — | — | 2,395,600 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3 | $3.40 | holding | — | — | — | Dec 19, 2017 | Dec 19, 2019 | Common Stock | 396,039 | 396,039 | I |
| Series E Preferred StockF2,F3,F4 | $2.80 | holding | — | — | — | — | — | Common Stock | 2,432,923 | 6,881 | I |
| Series E Preferred StockF3,F4 | $2.80 | holding | — | — | — | — | — | Common Stock | 301,950 | 854 | D |
| OptionsF3 | $10.80 | holding | — | — | — | Sep 29, 2010 | Sep 29, 2020 | Common Stock | 22,223 | 22,223 | D |
| OptionsF3 | $6.30 | holding | — | — | — | Apr 6, 2012 | Apr 6, 2022 | Common Stock | 666,667 | 666,667 | D |
| OptionsF3 | $6.12 | holding | — | — | — | Jun 18, 2012 | Jun 18, 2022 | Common Stock | 55,556 | 55,556 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Dec 11, 2015 | — | Common Stock | 9,579 | 9,579 | D |
| Restricted Stock UnitsF3,F5,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 10,000 | 10,000 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Apr 28, 2017 | — | Common Stock | 11,228 | 11,228 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Jun 30, 2017 | — | Common Stock | 3,316 | 3,316 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Sep 29, 2017 | — | Common Stock | 2,458 | 2,458 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Dec 29, 2017 | — | Common Stock | 2,605 | 2,605 | D |
Explanation of responses
- F1The 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.
- F2The 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).
- F3The 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.
- F4Such Series E Preferred Stock may be converted at any time and from time to time and has no expiration date.
- F5Pursuant 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.
- F6The 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.