SEC Form 4 · accession 0001144204-17-023955
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
Apr 28, 2017
Accepted (ET)
May 2, 2017 · 4:22 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 StockF1 | Apr 28, 2017 | A | 2,351 | $3.51 | A | 2,341,501 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Apr 28, 2017 | A | 2,342 | A | — | — | Common Stock | 2,342 | 2,342 | D |
| Restricted Stock UnitsF4,F3 | $0.00 | Apr 28, 2017 | A | 1,457 | A | — | — | Common Stock | 1,457 | 3,799 | D |
| Restricted Stock UnitsF5,F3 | $0.00 | Apr 28, 2017 | A | 1,601 | A | — | — | Common Stock | 1,601 | 5,400 | D |
| Restricted Stock UnitsF6,F3 | $0.00 | Apr 28, 2017 | A | 2,218 | A | — | — | Common Stock | 2,218 | 7,618 | D |
| Restricted Stock UnitsF7,F3 | $0.00 | Apr 28, 2017 | A | 3,610 | A | — | — | Common Stock | 3,610 | 11,228 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.