Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G/A

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

(Amendment No. 6)

 

 

PERSHING GOLD CORPORATION

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

 

715302204

(CUSIP Number)

 

May 9, 2016

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

 

 

CUSIP No. 715302204

 

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Dr. Phillip Frost
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES	5	SOLE VOTING POWER   0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER   9,804 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER   0
PERSON WITH	8	SHARED DISPOSITIVE POWER   9,804 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,804(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)
12	TYPE OF REPORTING PERSON*   IN

 

(1)

Represents warrants to purchase 9,804 shares of common stock held by Frost Gamma Investments Trust (“FGIT”), of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation.

 

 

CUSIP No. 715302204

 

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Frost Gamma Investments Trust 46-0464745
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida

NUMBER OF SHARES	5	SOLE VOTING POWER   0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER   9,804 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER   0
PERSON WITH	8	SHARED DISPOSITIVE POWER   9,804 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,804(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)
12	TYPE OF REPORTING PERSON*    OO

 

(1)

Represents warrants to purchase 9,804 shares of common stock held by FGIT.

 

  

Item1(a).

Name of Issuer:

 

Pershing Gold Corporation, a Nevada corporation (“Issuer”).

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

1658 Cole Boulevard

Building 6 - Suite 210

Lakewood, Colorado

 

Item 2(a).

Name of Person Filing.

 

The statement is filed on behalf of Dr. Phillip Frost and Frost Gamma Investments Trust (collectively, the “Reporting Persons”).

 

Item 2(b).

Address of Principal Business Office or, if None, Residence.

 

The Reporting Persons have a business address located at 4400 Biscayne Blvd. Miami, FL 33137.

 

Item 2(c).

Citizenship.

 

Dr. Frost is a citizen of the United States. FGIT is established in the State of Florida.

 

Item 2(d).

Title of Class of Securities.

 

Common Stock, par value $0.0001.

 

Item 2(e).

CUSIP Number.

 

715302204

 

Item 3.

Type of Person

 

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned: 9,804 (1)

(b)

Percent of class: 0.04% (based on 26,106,654 shares of common stock issued and outstanding as of May 9, 2016)

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 9,804 (1)

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 9,804 (1)

 

(1)

Represents warrants to purchase 9,804 shares of common stock held by FGIT, of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 12, 2016	/s/ Phillip Frost, M.D.
	Phillip Frost, M.D.
	Frost Gamma Investments Trust
Date: May 12, 2016	/s/  Phillip Frost, M.D.
	By:	Phillip Frost, M.D., Trustee