Americas Gold and Silver Form 3 Americas Silver / Barry C Honig ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Honig Barry C

(Last)

(First)

(Middle)

215 SE SPANISH TRAIL

(Street)

BOCA RATON

33432

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2019

3. Issuer Name and Ticker or Trading Symbol
Americas Silver Corp [ USAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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 Shares	2,343,746⁽¹⁾	D⁽²⁾
Common Shares	3,767,454⁽¹⁾	I	See Footnote⁽³⁾
Common Shares	93,587⁽¹⁾	I	See Footnote⁽⁴⁾
Common Shares	1,263,816⁽¹⁾	I	See Footnote⁽⁵⁾
Common Shares	63,740⁽¹⁾	I	See Footnote⁽⁶⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Preferred Shares	⁽⁷⁾	⁽⁷⁾	Common Shares	394,069⁽⁹⁾	⁽⁸⁾	D
Class A Preferred Shares	⁽⁷⁾	⁽⁷⁾	Common Shares	1,951,891⁽⁹⁾	⁽⁸⁾	I	See Footnote⁽³⁾
Class A Preferred Shares	⁽⁷⁾	⁽⁷⁾	Common Shares	955,180⁽⁹⁾	⁽⁸⁾	I	See Footnote⁽⁵⁾
Class A Preferred Shares	⁽⁷⁾	⁽⁷⁾	Common Shares	268,096⁽⁹⁾	⁽⁸⁾	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. This transaction reflects the acquisition of the securities of the Issuer by the reporting person pursuant to the Agreement and Plan of Merger dated September 28, 2018, as amended on March 1, 2019 (the "Merger Agreement"), by and among the Issuer,Pershing Gold Corporation ("Pershing Gold") and R Merger Sub, Inc. The parties completed the merger (the "Merger") on April 3, 2019 (the "Closing Date"). On the Closing Date, each share of Pershing Gold common stock held by the reporting person was canceled and extinguished and automatically converted into the right to receive 0.715 Common Shares at a market value of $1.53 per share as of the Closing Date.

2. The securities reported on this line represent 2,034,811 Common Shares held by Barry Honig ("Mr. Honig"), individually, and 308,935 Common Shares held by Mr. Honig and his spouse, Renee Honig, as tenants by the entirety.

3. The securities reported on this line are held by GRQ Consultants, Inc. 401K of which Mr. Honig is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. 401K.

4. The securities reported on this line are held by GRQ Consultants, Inc. of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc.

5. The securities reported on this line are held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig of which Mr. Honig is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig.

6. The securities reported on this line are held by GRQ Consultants, Inc. Defined Benefit Plan of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Defined Benefit Plan.

7. The Class A preferred shares of the Issuer ("Preferred Shares") are subject to a beneficial ownership limitation equal to 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon conversion of the Preferred Shares held by the reporting person on a one-to-one basis. The Preferred Shares have no expiration date.

8. The Preferred Shares are convertible into Common Shares on a one-to-one basis.

9. This transaction reflects the acquisition of securities in connection with the Merger whereby the Pershing Gold Series E convertible preferred stock held by the reporting person was exchanged at a ratio of 461.440 Class A Preferred Shares for each share of Pershing Gold Series E convertible preferred stock.

	/s/ Barry C. Honig	04/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Americas Gold and Silver (USAS) Form 3Americas Silver / Barry C Honig ownership change