FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

DONALD SMITH & CO., INC.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/9/2016 

3. Issuer Name and Ticker or Trading Symbol

Pershing Gold Corp. [PGLC]

(Last)        (First)        (Middle)

152 W. 57TH STREET, 22ND FLOOR

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

5/9/2016 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Pershing Gold Corp   (1) 3350000   I   Owned by 2 affiliates - Donald Smith Value Fund, L.P. and Donald and Paula Smith Family Foundation  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Pershing Gold Corp Warrants (Strike $4.35)   9/28/2016   9/28/2018   Pershing Gold Corp   925000   $4.35   I   Owned by an affiliate - Donald Smith Value Fund, L.P.  

Explanation of Responses:
( 1)  Donald Smith Value Fund, L.P. holds 1,850,000 shares Donald and Paula Smith Family Foundation holds 1,500,000 shares

Remarks:
Donald Smith & Co., Inc. does not hold any PGLC. It is owned by 2 affiliated entities: Donald Smith Value Fund, L.P. (holds 1,850,000 common stock and 925,000 warrants) and Donald and Paula Smith Family Foundation (holds 1,500,000 common stock). Both entities are 100% personal discretionary accounts of Donald G. Smith, President.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DONALD SMITH & CO., INC.
152 W. 57TH STREET
22ND FLOOR
NEW YORK, NY 10019

X


Signatures
Ann Hogan 5/10/2016
** 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 5(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.
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