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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

6/28/2015
(Street)

LAKEWOOD, CO 80401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   6/28/2015     A      300000   (1)        (2)   (2) Common Stock   300000   $0   300000   D    
Restricted Stock Units   $0   6/28/2015     A      400000   (1)        (3)   (3) Common Stock   400000   $0   400000   D    

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Alfers Stephen D.
1658 COLE BOULEVARD, BLDG. 6, SUITE 210
LAKEWOOD, CO 80401 		X
CEO and President

Signatures
/s/ Stephen Alfers 6/29/2015
** 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).
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 control number.