Eric Alexander Form 4 Pershing Gold / Eric Alexander ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Alexander Eric

(Last) (First) (Middle)

1658 COLE BLVD., BLDG. 6, SUITE 210

(Street)

LAKEWOOD CO 80401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pershing Gold Corp. [ PGLC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Finance and Controller

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015

4. 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 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

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	$0	12/23/2015		A		6,750(1)		(2)	(2)	Common Stock	6,750	$0	6,750	D

Explanation of Responses:

1. The Reporting Person received the reported restricted stock units pursuant to a Restricted Stock Unit Grant Agreement dated December 23, 2015 (the "Agreement").

2. Pursuant to the Agreement, 2,250 units vested on December 23, 2015, 2,250 units vest on December 23, 2016 and 2,250 units vest on December 23, 2017, subject to acceleration upon the Reporting Person's termination of employment under certain circumstances set forth in the Agreement or upon a change of control (as defined in the Issuer's 2013 Equity Incentive Plan) of the Issuer. For each fully vested restricted stock unit, the Reporting Person will be entitled to receive one share of common stock upon termination of employment or in connection with a change of control or under certain other circumstances, all as set forth in the Agreement.

	/s/ Mindyjo Germann, as attorney-in-fact for Eric Alexander	01/08/2016
	** 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 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).
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