Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  STRUHSACKER DEBRA W
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2013
3. Issuer Name and Ticker or Trading Symbol
Pershing Gold Corp. [PGLC]
(Last)
(First)
(Middle)
3610 BIG BEND LANE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RENO, NV 89509
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 750,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   (2) 03/06/2022 Common Stock 400,000 $ 0.45 D  
Stock Options (Right to Buy)   (3) 06/17/2022 Common Stock 88,600 $ 0.34 D  
Stock Options (Right to Buy)   (4) 06/17/2022 Common Stock 311,400 $ 0.34 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STRUHSACKER DEBRA W
3610 BIG BEND LANE
RENO, NV 89509
      Corporate Vice President  

Signatures

/s/ Debra W. Struhsacker 09/26/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 reporting person received 750,0000 shares of restricted common stock on February 12, 2013. Such shares vest in three tranches as follows: Tranche 1 - 250,000 shares vest February 12, 2014; Tranche 2 - 250,000 shares vest February 12, 2015 and Tranche 3 - 250,000 shares vest February 12, 2016.
(2) The reporting person received an award of 400,000 stock options on March 6, 2012. Such options vest in four tranches as follows: Tranche 1 - 100,000 options vested on the date of issuance; Tranche 2 - 100,000 options vested December 31, 2012; Tranche 3 - 100,000 options vest December 31, 2013 and Tranche 4 - 100,000 options vest December 31, 2014.
(3) The reporting person received an award of 88,600 stock options on June 18, 2012. Such options vest in four tranches as follows: Tranche 1 - 22,150 options vested on the date of issuance; Tranche 2 - 22,150 options vested December 31, 2012; Tranche 3 - 22,150 options vest December 31, 2013 and Tranche 4 - 22,150 options vest December 31, 2014.
(4) The reporting person received an award of 311,400 stock options on June 18, 2012. Such options vest in four tranches as follows: Tranche 1 - 77,850 options vested on the date of issuance; Tranche 2 - 77,850 options vested December 31, 2012; Tranche 3 - 77,850 options vest December 31, 2013 and Tranche 4 - 77,850 options vest December 31, 2014.

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