Amended Statement of Ownership (sc 13g/a)
February 13 2015 - 4:33PM
Edgar (US Regulatory)
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. 4)
Pershing Gold Corporation.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001
(Title of Class of Securities)
715302105
(CUSIP Number)
Steven D. Rubin
4400 Biscayne Blvd.
Miami, FL 33137
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2014
(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)
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) ¨
(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
53,772,527 (1)(2)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
53,772,527 (1)(2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,772,527 (1)(2)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (based on 351,996,041 shares of
Common Stock issued and outstanding as of November 10, 2014)
|
12
|
TYPE OF REPORTING PERSON
OO
|
| (1) | Includes 53,772,527 shares of Common Stock held by Frost Gamma Investments
Trust (the “Reporting Person”), of which Dr. Phillip Frost is the trustee. In addition, Frost Gamma Investments Trust
holds additional warrants to purchase 176,470 shares of Common Stock subject to the blocker provisions discussed below, which are
deemed to be indirectly owned and controlled by Dr. Phillip Frost. The terms of these additional warrants include a blocker provision
under which the Filing Persons (as defined below) can only exercise the warrants to a point where it would beneficially own a maximum
of 9.99% of the Issuer’s (as defined below) outstanding shares of Common Stock (the “Blocker”). Therefore, the
Filing Persons are only disclosing beneficial ownership of Common Stock and excluding the warrants. |
| (2) | Held by Frost Gamma Investments Trust of which Dr. Phillip Frost is the trustee.
Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. 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 also the sole shareholder of Frost-Nevada
Corporation. |
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) ¨
(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
53,772,527 (1)(2)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
53,772,527 (1)(2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,772,527 (1)(2)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (based on 351,996,041 shares of Common Stock issued
and outstanding as of November 10, 2014)
|
12
|
TYPE OF REPORTING PERSON
IN
|
| (1) | Includes 53,772,527 shares of Common Stock held by Frost Gamma Investments
Trust (the “Reporting Person”), of which Dr. Phillip Frost is the trustee. In addition, Frost Gamma Investments Trust
holds additional warrants to purchase 176,470 shares of Common Stock subject to the blocker provisions discussed below, which are
deemed to be indirectly owned and controlled by Dr. Phillip Frost. The terms of these additional warrants include a blocker provision
under which the Filing Persons (as defined below) can only exercise the warrants to a point where it would beneficially own a maximum
of 9.99% of the Issuer’s (as defined below) outstanding shares of Common Stock (the “Blocker”). Therefore, the
Filing Persons are only disclosing beneficial ownership of Common Stock and excluding the warrants. |
| (2) | Held by Frost Gamma Investments Trust of which Dr. Phillip
Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments
Trust. 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 also the sole shareholder of Frost-Nevada Corporation. |
| Item 1(a). | Name of Issuer: |
Pershing Gold Corporation
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
1658 Cole Boulevard
Building 6-Suite 210, Lakewood, CO 80401
| Item 2(a). | Name of Person Filing. |
This statement is filed on behalf of Frost Gamma Investments
Trust (the “Trust”) and Dr. Phillip Frost (together with the Trust, the “Reporting Persons”).
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
4400 Biscayne Boulevard, Miami, FL 33137
The Trust is established in Florida and Dr. Frost is a citizen
of the United States.
| Item 2(d). | Title of Class of Securities. |
Common Stock, par value $0.0001.
715302105
Not applicable.
| (a) | Amount beneficially owned: 53,772,527 (1)(2) |
| (b) | Percent of class: 15.3% (based on 351,996,041 shares of Common Stock issued and outstanding as of November 10, 2014) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 53,772,527 (1)(2) |
| (iii) | Sole Power to dispose or to direct the disposition of: 0 |
| (iv) | Shared Power to dispose or to direct the disposition of: 53,772,527 (1)(2) |
(1) Includes 53,772,527 shares of Common Stock held by Frost Gamma Investments Trust (the “Reporting Person”), of which Dr. Phillip Frost is the trustee. In addition, Frost Gamma Investments Trust holds additional warrants to purchase 176,470 shares of Common Stock subject to the blocker provisions discussed below, which are deemed to be indirectly owned and controlled by Dr. Phillip Frost. The terms of these additional warrants include a blocker provision under which the Filing Persons (as defined below) can only exercise the warrants to a point where it would beneficially own a maximum of 9.99% of the Issuer’s (as defined below) outstanding shares of Common Stock (the “Blocker”). Therefore, the Filing Persons are only disclosing beneficial ownership of Common Stock and excluding the warrants.
(2) Held by Frost Gamma Investments Trust
of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of
Frost Gamma Investments Trust. 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 also the sole shareholder of Frost-Nevada Corporation.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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 or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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.
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Date: February 13, 2015 |
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Frost Gamma Investments Trust |
|
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Signature: |
/s/ Phillip Frost, M.D. |
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Name/Title: Phillip Frost, M.D., Trustee |
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Signature: |
/s/ Phillip Frost, M.D. |
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Name: Phillip Frost, M.D. |