Edgar Filing: Pershing Gold Corp.

Ownership Submission

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 ^*

Honig Barry C

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

555 SOUTH FEDERAL HIGHWAY #450

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2013

(Street)

BOCA RATON, FL 33432

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Preferred Stock

$ 0.33

08/08/2013

652

08/08/2013

⁽³⁾

Common Stock

1,956,000

$ 990 ⁽¹⁾ ⁽²⁾

652

Series E Preferred Stock

$ 0.33

08/08/2013

581

08/08/2013

⁽³⁾

Common Stock

1,743,000

$ 990 ⁽¹⁾

1,233

Held by GRQ Consultants, Inc. Defined Benefit Plan

Series E Preferred Stock

$ 0.33

08/08/2013

3,030

08/08/2013

⁽³⁾

Common Stock

9,090,000

$ 990 ⁽¹⁾

4,263

Held by GRQ Consultants, Inc. 401K

Series E Preferred Stock

$ 0.33

08/08/2013

1,439

08/08/2013

⁽³⁾

Common Stock

4,317,000

$ 990 ⁽¹⁾

5,702

Held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig

Warrant

$ 0.4

08/08/2013

782,400

08/08/2013

08/08/2016

Common Stock

782,400

$ 990 ⁽¹⁾ ⁽²⁾

782,400

Warrant

$ 0.4

08/08/2013

697,200

08/08/2013

08/08/2016

Common Stock

697,200

$ 990 ⁽¹⁾

1,479,600

Held by GRQ Consultants, Inc. Defined Benefit Plan

Warrant

$ 0.4

08/08/2013

3,636,000

08/08/2013

08/08/2016

Common Stock

3,636,000

$ 990 ⁽¹⁾

5,115,600

Held by GRQ Consultants, Inc. 401K

Warrant

$ 0.4

08/08/2013

1,726,800

08/08/2013

08/08/2016

Common Stock

1,726,800

$ 990 ⁽¹⁾

6,842,400

Held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Honig Barry C 555 SOUTH FEDERAL HIGHWAY #450 BOCA RATON, FL 33432	X	X

Signatures

/s/ Barry Honig		08/08/2013
^**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 Series E Preferred Stock and warrants were purchased as a unit in a private placement. Each unit consists of one share of Series E Preferred Stock and a warrant to purchase 40% of the number of shares of common stock underlying the shares of Series E Preferred Stock purchased with a price of $990 per unit. Each share of Series E Preferred Stock is convertible into 3,000 shares of common stock.
(2)	Barry Honig exchanged the outstanding principal and accrued interest of approximately $645,480 owed by Pershing Gold Corp. under a Credit Facility Agreement for shares of Series E Preferred Stock and warrants in the private placement on a dollar for dollar basis.
(3)	There is no expiration date pursuant to which the Series E Convertible Preferred Stock must be converted.

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