Sec Form 4 Filing - Alfers Stephen D. @ Pershing Gold Corp. - 2015-06-28

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 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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1. Name and Address of Reporting Person Alfers Stephen D. 2. Issuer Name and Ticker or Trading Symbol Pershing Gold Corp. [ PGLCD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 1658 COLE BOULEVARD, BLDG. 6, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2015 (Street) LAKEWOOD, CO80401 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 06/28/2015 A 300,000 ( 1 ) ( 2 ) ( 2 ) Common Stock 300,000 $ 0 300,000 D Restricted Stock Units $ 0 06/28/2015 A 400,000 ( 1 ) ( 3 ) ( 3 ) Common Stock 400,000 $ 0 400,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alfers Stephen D. 1658 COLE BOULEVARD, BLDG. 6, SUITE 210 LAKEWOOD, CO80401 X CEO and President Signatures /s/ Stephen Alfers 06/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received the reported restricted stock units pursuant to a Restricted Stock Unit Grant Agreement dated June 28, 2015 (the "Agreement"). ( 2 )Restricted stock units are subject to vesting upon the Reporting Person's continuous employment through December 31, 2018 and subject to acceleration of vesting upon the Reporting Person's termination of employment under certain circumstances set forth in the Agreement or upon a Change in 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 vesting of such restricted stock units. ( 3 )Restricted stock units are subject to vesting upon the attainment of certain performance-based milestones set forth in the Agreement and subject to acceleration of vesting upon a Change in Control. For each fully vested restricted stock unit, the Reporting Person will be entitled to receive one share of common stock upon the earlier of December 31, 2018 or the Reporting Person's separation from service, death, or a certain change in control of the Issuer, all as set forth in the Agreement.

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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