4//SEC Filing
Alfers Stephen D. 4
Accession 0001144204-19-018507
CIK 0001432196other
Filed
Apr 4, 8:00 PM ET
Accepted
Apr 5, 7:55 PM ET
Size
16.1 KB
Accession
0001144204-19-018507
Insider Transaction Report
Form 4
Alfers Stephen D.
DirectorCEO and President
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-04-03−400,000→ 0 totalExercise: $0.00→ Common Stock (400,000 underlying) - Disposition to Issuer
Common Stock
2019-04-03−737,178→ 0 total - Disposition to Issuer
Series E Convertible Preferred Stock
2019-04-03−100→ 0 totalExercise: $2.80→ Common Stock (35,358 underlying) - Disposition to Issuer
Restricted Stock Units
2019-04-03−300,000→ 0 totalExercise: $0.00→ Common Stock (300,000 underlying) - Disposition to Issuer
Restricted Stock Units
2019-04-03−50,000→ 0 totalExercise: $0.00→ Common Stock (50,000 underlying)
Footnotes (9)
- [F1]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, the common shares of Americas Silver Corporation stock had a market value of $1.53 per share.
- [F2]Series E Preferred Stock may be converted at any time and from time to time and has no expiration date.
- [F3]Each share of Series E Preferred Stock is convertible into shares of the Company's Common Stock at a conversion rate of approximately 353.571 shares of common stock for each share of Series E Preferred Stock.
- [F4]300,000 vested restricted stock units granted on June 28, 2015.
- [F5]400,000 vested restricted stock units granted on June 28, 2015; 120,000 units vested in June 2016, 60,000 units vested March 2017, and all remaining units vested on the Closing Date.
- [F6]50,000 vested restricted stock units granted on March 21, 2017.
- [F7]100 shares of Series E Convertible Preferred Stock were converted into 35,711 shares of Pershing Gold common stock immediately prior to the effectiveness of the Merger and then immediately cancelled upon effectiveness of the Merger and converted into the right to receive 0.715 of a common share of American Silver having a market value of $1.53 per share on the Closing Date for each share of the Issuer's common stock.
- [F8]Cancelled at the Closing Date and converted into the right to receive 0.715 of a common share of American Silver having a market value of $1.53 per share on the Closing Date for each share of the Issuer's common stock underlying such restricted stock unit.
- [F9]Each Restricted Stock Unit is convertible into one share of Issuer common stock upon events specified in the Restricted Stock Unit Grant Agreement with the reporting person. Restricted Stock Units have no expiration date.
Documents
Issuer
Pershing Gold Corp.
CIK 0001432196
Entity typeother
Related Parties
1- filerCIK 0001550153
Filing Metadata
- Form type
- 4
- Filed
- Apr 4, 8:00 PM ET
- Accepted
- Apr 5, 7:55 PM ET
- Size
- 16.1 KB