FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Alfers Stephen D.   2. Issuer Name and Ticker or Trading Symbol Pershing Gold Corp. [PGLC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 1658 COLE BOULEVARD, BUILDING 6, SUITE 210 3. Date of Earliest Transaction (Month/Day/Year) 08/08/2013 (Street) LAKEWOOD, CO 80401 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               17,000,000 (1) (2) (3) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Convertible Preferred Stock

$ 0.33

08/08/2013

P

100

08/08/2013

(4)

Common Stock

300,000 (5)

(6)

100

D

Warrants

$ 0.4

08/08/2013

P

120,000

08/08/2013

08/08/2016

Common Stock

120,000

(6)

120,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alfers Stephen D. 1658 COLE BOULEVARD BUILDING 6, SUITE 210 LAKEWOOD, CO 80401	X		CEO and President

Signatures

/s/ Stephen D. Alfers		08/12/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The holdings row in Table I is not a new grant of securities of the issuer. The holdings row in Table I updates previously reported information to note that the total number of shares of restricted common stock held by the reporting person is 17,000,000.
(2)	The reporting person received 12,000,000 shares of restricted common stock on February 9, 2012. Such shares vest in three tranches as follows: Tranche 1 - 3,000,000 shares vest February 9, 2014; Tranche 2 - 6,000,000 shares vest March 14, 2014 and Tranche 3 - 3,000,000 shares vest February 9, 2015.
(3)	The reporting person received 5,000,000 shares of restricted common stock on June 18, 2012. Such shares vest in three tranches as follows: Tranche 1 - 1,666,666 shares vest March 14, 2014; Tranche 2 - 1,666,666 shares vest June 18, 2014 and Tranche 3 - 1,666,667 shares vest June 18, 2015.
(4)	There is no expiration date pursuant to which the Series E Convertible Preferred Stock must be converted.
(5)	Each share of Series E Preferred Stock is convertible into shares of the Company's Common Stock at a conversion rate of 3,000 shares of Common Stock for each share of Series E Preferred.
(6)	The price of the Series E Convertible Preferred Stock was $990/per share and the reporting person also received a Warrant to acquire a number of shares of Common Stock equal to 40% of the number of shares of Common Stock issuable upon conversion of the Series E Preferred Stock.

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