SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Reiman Scott J. (Last) (First) (Middle) 730 17TH STREET, SUITE 800 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROSPECT GLOBAL RESOURCES INC. [ PGRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/07/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	06/07/2012		J(1)		1,087,740	D	$0	2,781,035	I	By Very Hungry LLC(1)
Common Stock	06/07/2012		J(1)		1,087,740	A	$0	1,087,740	I	By Scott Reiman 1991 Trust(2)
Common Stock								0	I	By Hexagon Investments, LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Common Stock Warrant	$3	06/07/2012		J(1)			187,439	04/25/2011	04/25/2013	Common Stock	187,439	$0	479,228	I	By Very Hungry LLC(1)
Common Stock Warrant	$3	06/07/2012		J(1)		187,439		04/25/2011	04/25/2013	Common Stock	187,439	$0	187,439	I	By Scott Reiman 1991 Trust(2)
Common Stock Warrant	$3	06/07/2012		J(1)			702,897	04/25/2011	04/25/2014	Common Stock	702,897	$0	1,797,103	I	By Very Hungry LLC(1)
Common Stock Warrant	$3	06/07/2012		J(1)		702,897		04/25/2011	04/25/2014	Common Stock	702,897	$0	702,897	I	By Scott Reiman 1991 Trust(2)
Common Stock Warrant	$3.825	06/07/2012		J(1)			275,646	09/19/2011	09/19/2013	Common Stock	275,646	$0	704,747	I	By Very Hungry LLC(1)
Common Stock Warrant	$3.825	06/07/2012		J(1)		275,646		09/19/2011	09/19/2013	Common Stock	275,646	$0	275,646	I	By Scott Reiman 1991 Trust(2)
Common Stock Warrant	$4.25	06/07/2012		J(1)			727,705	11/22/2011	11/22/2012	Common Stock	727,705	$0	1,860,530	I	By Very Hungry LLC(1)
Common Stock Warrant	$4.25	06/07/2012		J(1)		727,705		11/22/2011	11/22/2012	Common Stock	727,705	$0	727,705	I	By Scott Reiman 1991 Trust(2)
Common Stock Warrant	(3)							(4)	(4)	Common Stock	0		0	I	By Hexagon Investments, LLC(3)

Explanation of Responses:

1. Pro rata liquidating distribution from Very Hungry LLC, of which the Scott Reiman 1991 Trust, controlled by Mr. Reiman, was a member. Mr. Reiman previously reported that he controlled Very Hungry LLC but no longer has any ownership of or control over Very Hungry LLC following the liquidating distribution.

2. Scott J. Reiman controls the Scott Reiman 1991 Trust.

3. Scott J. Reiman is the founder and President of Hexagon Investments, LLC ("Hexagon") and controls Hexagon. On June 7, 2012, Hexagon contributed all of the shares of common stock and warrants of Prospect Global Resources, Inc. (the "Issuer") to Very Hungry LLC. On June 7, 2012, Hexagon distributed all of the membership interests of Very Hungry LLC to its members on a pro rata basis, as a result of which Hexagon no longer controls Very Hungry LLC or has any beneficial ownership of any securities of the Issuer.

4. Not applicable.

Remarks:

	/s/ Jeffrey M. Knetsch, attorney-in-fact	06/08/2012
	** 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).
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