SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 36)
Pershing Gold Corporation |
(Name of Issuer) |
Common Stock, par value $.0001 per share |
(Title of Class of Securities) |
Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 2, 2014 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
[ ]
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
Barry Honig |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a) ¨
(b) ¨ |
|
3 |
SEC USE ONLY |
|
|
|
|
4 |
SOURCE OF FUNDS (See Instructions) |
|
|
PF |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
|
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
US |
|
NUMBER OF
|
7 |
SOLE VOTING POWER: |
|
|
SHARES
|
|
34,424,236(1) |
|
|
BENEFICIALLY
|
8 |
SHARED VOTING POWER: |
|
|
OWNED BY
|
|
63,893,251 (2) |
|
|
EACH
|
9 |
SOLE DISPOSITIVE POWER: |
|
|
REPORTING
|
|
34,424,236 (1) |
|
|
PERSON
|
10 |
SHARED DISPOSITIVE POWER:
|
|
|
WITH |
|
63,893,251 (2) |
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
98,317,488 (1) (2) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
|
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
27.15% (based on 317,301,286 shares of Common Stock issued and outstanding as of October 2, 2014) |
|
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
IN |
|
|
|
|
|
|
|
|
(1) Includes (i) 17,874,072 shares of common
stock held by Mr. Honig, (ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may
be exercised within 60 days, (iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000
shares of common stock, and (iv) warrants to purchase 1,194,164 shares of common stock. All beneficial ownership numbers
and percentages exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer
and which would not vest within 60 days.
(2) Includes (i) 23,499,471 shares of common
stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,725 shares of Series E Preferred Stock which may
be converted in to 11,175,000 shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”); 993,908 shares
of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”); (i) 10,733,529 shares of common stock, (ii) 2,070
shares of Series E Preferred Stock which may be converted in to 6,210,000 shares of common stock, and (iii) warrants to purchase
2,020,918 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”) and (i)
350,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common
stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ
Defined Plan”). Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined Plan and President of GRQ Consultants,
and, in such capacity, has voting and dispositive power over the securities held by such entities.
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
GRQ Consultants, Inc. 401K |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
|
|
|
4 |
SOURCE OF FUNDS (See Instructions) |
|
|
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Florida |
NUMBER OF
|
7 |
SOLE VOTING POWER: |
|
|
SHARES
|
|
0 |
|
|
BENEFICIALLY
|
8 |
SHARED VOTING POWER: |
|
|
OWNED BY
|
|
41,144,696 (1) |
|
|
EACH
|
9 |
SOLE DISPOSITIVE POWER: |
|
|
REPORTING
|
|
0 |
|
|
PERSON
|
10 |
SHARED DISPOSITIVE POWER:
|
|
|
WITH |
|
41,144,696 (1) |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
41,144,696 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
|
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
12.28% (based on 317,301,286 shares of Common Stock issued and outstanding as of October 2, 2014) |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
OO |
|
|
|
|
|
|
(1) Includes (i) 23,499,471 shares of common
stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,725 shares of Series E Preferred Stock which may
be converted in to 11,175,000 shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”). Mr. Honig is
the trustee of GRQ 401K, and, in such capacity, has voting and dispositive power over securities held by such entity.
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
GRQ Consultants, Inc. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a) ¨
(b) ¨ |
|
3 |
SEC USE ONLY |
|
|
|
|
4 |
SOURCE OF FUNDS (See Instructions) |
|
|
WC |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
|
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Florida |
|
NUMBER OF
|
7 |
SOLE VOTING POWER: |
|
|
SHARES
|
|
|
|
|
BENEFICIALLY
|
8 |
SHARED VOTING POWER: |
|
|
OWNED BY
|
|
993,908 (1) |
|
|
EACH
|
9 |
SOLE DISPOSITIVE POWER: |
|
|
REPORTING
|
|
|
|
|
PERSON
|
10 |
SHARED DISPOSITIVE POWER:
|
|
|
WITH |
|
993,908 (1) |
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|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
993,908 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
|
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
0.31% (based on 317,301,286 shares of Common Stock issued and outstanding as of October 2, 2014) |
|
14 |
TYPE OF REPORTING PERSON (See Instructions) |
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CO |
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(1) Includes 993,908 shares of common stock.
Mr. Honig is the President of GRQ Consultants, Inc. (“GRQ Consultants”), and, in such capacity, has voting and dispositive
power over the securities held by GRQ Consultants.
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
GRQ Consultants, Inc. Roth 401K FBO Barry Honig |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
|
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
|
|
|
|
4 |
SOURCE
OF FUNDS (See Instructions) |
|
|
|
WC |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
|
|
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Florida |
NUMBER OF
|
7 |
SOLE VOTING POWER: |
|
|
|
SHARES
|
|
0 |
|
|
|
BENEFICIALLY
|
8 |
SHARED VOTING POWER: |
|
|
|
OWNED BY
|
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18,964,447 (1) |
|
|
|
EACH
|
9 |
SOLE DISPOSITIVE POWER: |
|
|
|
REPORTING
|
|
0 |
|
|
|
PERSON
|
10 |
SHARED DISPOSITIVE POWER:
|
|
|
|
WITH |
|
18,964,447 (1) |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
18,964,447 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
|
|
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.83% (based on 317,301,286 shares of Common Stock issued and outstanding as of October 2, 2014) |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
|
|
|
|
|
|
|
(1) Includes (i) 10,733,529 shares of common
stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,000 shares of common stock, and (iii) warrants
to purchase 2,020,918 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”).
Mr. Honig is the trustee of GRQ Roth 401K, and, in such capacity, has voting and dispositive power over securities held by such
entity.
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
GRQ Consultants, Inc. Defined Benefit Plan |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a) ¨
(b) ¨ |
|
3 |
SEC USE ONLY |
|
|
|
|
4 |
SOURCE OF FUNDS (See Instructions) |
|
|
WC |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
|
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Florida |
|
NUMBER OF
|
7 |
SOLE VOTING POWER: |
|
|
SHARES
|
|
|
|
|
BENEFICIALLY
|
8 |
SHARED VOTING POWER: |
|
|
OWNED BY
|
|
2,790,200 (1) |
|
|
EACH
|
9 |
SOLE DISPOSITIVE POWER: |
|
|
REPORTING
|
|
|
|
|
PERSON
|
10 |
SHARED DISPOSITIVE POWER:
|
|
|
WITH |
|
2,790,200 (1) |
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,790,200 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
|
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
0.83% (based on 317,301,286 shares of Common Stock issued and outstanding as of October 2, 2014) |
|
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
OO |
|
|
|
|
|
|
|
|
(1) Includes (i) 350,000 shares of common
stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants
to purchase 697,200 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”).
Mr. Honig is the trustee of GRQ Defined Plan, and, in such capacity, has voting and dispositive power over securities held by such
entity.
Item 1. Security and Issuer
The title and class of equity securities
to which this Schedule 13D relates is common stock, par value $0.0001 per share (the "Common Stock"), of Pershing Gold
Corporation, a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1658
Cole Boulevard, Building 6-Suite 210, Lakewood, CO 80401.
Item 2. Identity and Background
(a) This statement is being filed by Barry
Honig, GRQ Consultants, Inc. 401K (“GRQ 401K”), GRQ Consultants, Inc. (“GRQ Consultants”), GRQ Consultants,
Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”), GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”,
and collectively, the “Reporting Persons”).
(b) The Reporting Persons’ business
address is 555 South Federal Highway #450, Boca Raton, FL 33432.
(c) N/A
(d) During the last five years, the Reporting
Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting
Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) United States/Florida
Item 3. Source and Amount of Funds
or Other Considerations
All shares were purchased with the Reporting
Persons’ personal funds or working capital.
Item 4. Purpose of Transaction
All of the Issuer’s securities owned
by the Reporting Persons have been acquired for investment purposes only. Except as set forth above, the Reporting Persons
have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their positions
with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities
of the Issuer
(a) Mr. Honig beneficially owns
98,317,488 shares or 27.15% of the Issuer’s common stock, including (i) 17,874,072 shares of common stock held by Mr. Honig,
(ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days,
(iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000 shares of common stock, and
(iv) warrants to purchase 1,194,164 shares of common stock; (i) 23,499,471 shares of common stock, (ii) 6,470,225 warrants to purchase
shares of common stock, and (iii) 3,725 shares of Series E Preferred Stock which may be converted in to 11,175,000 shares of common
stock held by GRQ 401K; 993,908 shares of common stock held by GRQ Consultants; (i) 10,733,529 shares of common stock, (ii) 2,070
shares of Series E Preferred Stock which may be converted in to 6,210,000 shares of common stock, and (iii) warrants to purchase
2,020,918 shares of common stock held by GRQ Roth 401K and (i) 350,000 shares of common stock, (ii) 581 shares of Series E Preferred
Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock
held by GRQ Defined Plan. Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined Plan and President of GRQ Consultants,
and, in such capacity, has voting and dispositive power over the securities held by such entities. All beneficial ownership numbers
and percentages exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer
and which would not vest within 60 days.
(b) Mr. Honig may be deemed
to hold sole voting and dispositive power over 34,424,236 shares of the Issuer’s common stock (1) and shares voting and dispositive
power over 63,893,251 shares of common stock (2).
GRQ 401K may be deemed to hold shared voting
and dispositive power over (i) 23,499,471 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and
(iii) 3,725 shares of Series E Preferred Stock which may be converted in to 11,175,000 shares of common stock.
GRQ Consultants may be deemed to hold shared
voting and dispositive power over 993,908 shares of common stock.
GRQ Roth 401K may be deemed to hold shared
voting and dispositive power over (i) 10,733,529 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may
be converted in to 6,210,000 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock.
GRQ Defined Plan may be deemed to hold
shared voting and dispositive power (i) 350,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be
converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock by GRQ Defined Plan.
(c) On October 1, 2014, GRQ 401K
purchased 75,000 shares of common stock at a purchase price of $0.31 per share.
On October 1, 2014, GRQ Roth 401K purchased
100,000 shares of common stock at a purchase price of $0.31 per share.
(d) To the best knowledge of
the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the 98,317,488 shares of common stock reported in Item 5(a).
(e) Not applicable.
(1) Includes (i) 17,874,072 shares of common
stock held by Mr. Honig, (ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may
be exercised within 60 days, (iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000
shares of common stock, and (iv) warrants to purchase 1,194,164 shares of common stock. All beneficial ownership numbers and percentages
exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer and which would
not vest within 60 days.
(2) Includes (i) 23,499,471 shares of common
stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,725 shares of Series E Preferred Stock which may
be converted in to 11,175,000 shares of common stock held by GRQ 401K; 993,908 shares of common stock held by GRQ Consultants;
(i) 10,733,529 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,000 shares
of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock held by GRQ Roth 401K and (i) 350,000 shares of
common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii)
warrants to purchase 697,200 shares of common stock held by GRQ Defined Plan. Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K
and GRQ Defined Plan and President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities
held by such entities.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Other than as described herein, there are
no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person
with respect to any securities
Item 7. Material to Be Filed as Exhibits
Exhibit
Number |
Description |
|
|
99.1 |
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan* |
* Previously filed
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.
Dated: October 2, 2014 |
|
/s/ Barry Honig |
|
|
Barry Honig |
Dated: October 2, 2014 |
GRQ CONSULTANTS, INC. 401K |
|
|
|
|
By: |
/s/ Barry Honig |
|
|
Barry Honig |
Dated: October 2, 2014 |
GRQ CONSULTANTS, INC. |
|
|
|
|
By: |
/s/ Barry Honig |
|
|
Barry Honig, President |
Dated: October 2, 2014 |
GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG |
|
|
|
|
By: |
/s/ Barry Honig |
|
|
Barry Honig |
Dated: October 2, 2014 |
GRQ CONSULTANTS, INC. DEFINED BENEFIT PLAN |
|
|
|
|
By: |
/s/ Barry Honig |
|
|
Barry Honig |
EXHIBIT INDEX
Exhibit
Number |
Description |
|
|
99.1 |
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan * |
* Previously filed