Schedule 13G

Joint Filing Agreement

Hexagon, LLC Power of Attorney

Very Hungry LLC Power of Attorney

0000950123-11-101826.txt : 20111202 0000950123-11-101826.hdr.sgml : 20111202 20111202170236 ACCESSION NUMBER: 0000950123-11-101826 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 GROUP MEMBERS: HEXAGON, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT GLOBAL RESOURCES INC. CENTRAL INDEX KEY: 0001477032 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 263024783 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86499 FILM NUMBER: 111241129 BUSINESS ADDRESS: STREET 1: 600 17TH STREET STREET 2: SUITE 2800 SOUTH CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 634-2239 MAIL ADDRESS: STREET 1: 600 17TH STREET STREET 2: SUITE 2800 SOUTH CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Castings, Inc. DATE OF NAME CHANGE: 20091118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Very Hungry LLC CENTRAL INDEX KEY: 0001536205 IRS NUMBER: 453821755 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 730 17TH STREET SUITE 800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035711010 MAIL ADDRESS: STREET 1: 730 17TH STREET SUITE 800 CITY: DENVER STATE: CO ZIP: 80202 SC 13G 1 c25531sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

Prospect Global Resources Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

74348X103

(CUSIP Number)

November 22, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No.		00768M103


1	NAMES OF REPORTING PERSONS Very Hungry LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Colorado

		5	SOLE VOTING POWER

NUMBER OF			2,588,235

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,588,235

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,588,235

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*SEE INSTRUCTION BEFORE FILLING OUT!


CUSIP No.		00768M103


1	NAMES OF REPORTING PERSONS Hexagon, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Colorado

		5	SOLE VOTING POWER

NUMBER OF			1,280,540

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,280,540

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,280,540

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*SEE INSTRUCTION BEFORE FILLING OUT!

Item 1.

(a) Name of Issuer:

Prospect Global Resources Inc.

(b) Address of Issuer’s Principal Executive Offices:

600 17^th Street, Suite 2800-South, Denver CO 80202.

Item 2.

(a) Name of Person Filing:

This Schedule 13G is being filed on behalf of Very Hungry LLC and its affiliate, Hexagon, LLC, with respect to the shares of the Issuer held by Very Hungry, LLC. and Hexagon LLC.

(b) Address of Principal Business Office or, if none, Residence:

The principal business offices of Very Hungry LLC and Hexagon, LLC is 730 17^th Street, Suite 800, Denver CO 80202.

Very Hungry, LLC and Hexagon LLC are each a Colorado limited liability company.

(d) Title of Class of Securities:

Common Stock, par value $0.001 per share.

(e) CUSIP Number:

74348X103


Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b), or §§ 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act.

(b)	o	Bank as defined in section 3(a)(6) of the Act.

(c)	o	Insurance company as defined in section 3(a)(19) of the Act.

(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j)	o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______


Item 4.		Ownership.

Reference is made to Items 5-9 and 11 of page 2 and 3 of this Schedule 13G, which Items are incorporated by reference herein.


Item 5.		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.


Item 8.		Identification and Classification of Members of the Group.

Not applicable.


Item 9.		Notice of Dissolution of Group.

Not applicable.


Item 10.		Certifications.

By signing below, Very Hungry LLC and Hexagon, LLC certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.


Date: December 2, 2011		Date: December 2, 2011

Very Hungry LLC		Hexagon, LLC

By:	/s/ Brian Fleischmann Brian Fleischmann	By:	/s/ Brian Fleischmann Brian Fleischmann
	Manager		Executive Vice President

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX

EX-99.A 2 c25531exv99wa.htm EXHIBIT A Exhibit A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Prospect Global Resources Inc. dated December 2, 2011 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Date: December 2, 2011		Date: December 2, 2011

Very Hungry LLC		Hexagon, LLC

By:	/s/ Brian Fleischmann	By:	/s/ Brian Fleischmann

	Brian Fleischmann		Brian Fleischmann
	Manager		Executive Vice President

EX-99.B 3 c25531exv99wb.htm EXHIBIT B Exhibit B

EXHIBIT B

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Knetsch, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Rule 13d-1 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) and Schedules 13D and 13G in accordance with Rule 13d-1 of the Act, and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, Schedule 13D or 13G, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Rule 13d-1 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of November, 2011.

HEXAGON, LLC


By:		/s/ Brian Fleischmann Brian Fleischmann, Executive Vice President

EX-99.C 4 c25531exv99wc.htm EXHIBIT C Exhibit C

EXHIBIT C

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Knetsch, the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of November, 2011.

VERY HUNGRY LLC


By:		/s/ Brian Fleischmann Brian Fleischmann, Manager