Sec Form 4 Filing - Honig Barry C @ Pershing Gold Corp. - 2019-04-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Honig Barry C 2. Issuer Name and Ticker or Trading Symbol Pershing Gold Corp. [ PGLC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 215 SE SPANISH TRAIL 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2019 (Street) BOCA RATON, FL33432 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 Common Stock 04/03/2019 D 5,269,167 D 0 I See Footnote ( 2 ) Common Stock 04/03/2019 D 3,277,967 D 0 D ( 3 ) Common Stock 04/03/2019 D 130,892 D 0 I See Footnote ( 4 ) Common Stock 04/03/2019 D 1,767,575 D 0 I See Footnote ( 5 ) Common Stock 04/03/2019 D 89,147 D 0 I See Footnote ( 6 )

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 Series E Convertible Preferred Stock ( 8 ) 04/03/2019 D 1,495,606 ( 7 ) ( 7 ) Common Stock 1,495,606 ( 8 ) 0 I See Footnote ( 2 ) Series E Convertible Preferred Stock ( 8 ) 04/03/2019 D 301,950 ( 7 ) ( 7 ) Common Stock 301,950 ( 8 ) 0 D Series E Convertible Preferred Stock ( 8 ) 04/03/2019 D 731,892 ( 7 ) ( 7 ) Common Stock 731,892 ( 8 ) 0 I See Footnote ( 5 ) Series E Convertible Preferred Stock ( 8 ) 04/03/2019 D 205,425 ( 7 ) ( 7 ) Common Stock 205,425 ( 8 ) 0 I See Footnote ( 6 ) Warrants ( 9 ) 04/03/2019 D 396,039 12/19/2017 12/19/2019 Common Stock 396,039 ( 9 ) 0 I See Footnote ( 2 ) Options ( 10 ) 04/03/2019 D 22,223 09/29/2010 09/29/2020 Common Stock 22,223 ( 10 ) 0 D Options ( 10 ) 04/03/2019 D 666,667 04/06/2012 04/06/2022 Common Stock 666,667 ( 10 ) 0 D Options ( 10 ) 04/03/2019 D 55,556 06/18/2012 06/18/2022 Common Stock 55,556 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Honig Barry C 215 SE SPANISH TRAIL BOCA RATON, FL33432 X Signatures /s/ Barry C. Honig 04/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction reflects the disposition of the securities of the Issuer held 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, Americas Silver Corporation ("Americas Silver") 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 Common Stock was canceled and extinguished and automatically converted into the right to receive 0.715 common shares of Americas Silver at a market value of $1.53 per share as of the Closing Date. ( 2 )The securities reported on this line are held by GRQ Consultants, Inc. 401K of which Barry Honig ("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. ( 3 )The securities reported on this line represent 2,845,890 shares of Common Stock held by Mr. Honig, individually, and 432,077 shares of Common Stock held by Mr. Honig and his spouse, Renee Honig, as tenants by the entirety. ( 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 ( 7 )Such Series E Preferred Stock may be converted at any time and from time to time and has no expiration date. ( 8 )This transaction reflects the disposition of securities in connection with the Merger whereby the Series E Convertible Preferred Stock held by the reporting person was exchanged at a ratio of 461.440 preferred shares of Americas Silver for each share of Series E Preferred Stock. ( 9 )This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding warrant to purchase Common Stock was terminated. ( 10 )This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding stock option to purchase Common Stock was terminated.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.