0000814375-18-000002.txt : 20180206
0000814375-18-000002.hdr.sgml : 20180206
20180206164130
ACCESSION NUMBER: 0000814375-18-000002
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20180206
DATE AS OF CHANGE: 20180206
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Pershing Gold Corp.
CENTRAL INDEX KEY: 0001432196
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 260657736
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-86863
FILM NUMBER: 18578140
BUSINESS ADDRESS:
STREET 1: 1658 COLE BOULEVARD
STREET 2: BUILDING 6, SUITE 210
CITY: LAKEWOOD
STATE: CO
ZIP: 80401
BUSINESS PHONE: (877) 705-9357
MAIL ADDRESS:
STREET 1: 1658 COLE BOULEVARD
STREET 2: BUILDING 6, SUITE 210
CITY: LAKEWOOD
STATE: CO
ZIP: 80401
FORMER COMPANY:
FORMER CONFORMED NAME: Sagebrush Gold Ltd.
DATE OF NAME CHANGE: 20110519
FORMER COMPANY:
FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co.
DATE OF NAME CHANGE: 20101005
FORMER COMPANY:
FORMER CONFORMED NAME: Excel Global, Inc.
DATE OF NAME CHANGE: 20080411
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DONALD SMITH & CO., INC.
CENTRAL INDEX KEY: 0000814375
IRS NUMBER: 132807845
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 152 W. 57TH STREET
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-284-0990
MAIL ADDRESS:
STREET 1: 152 W. 57TH STREET
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: SMITH DONALD & CO INC /NJ/
DATE OF NAME CHANGE: 19990329
SC 13G/A
1
pershinggold16amended.txt
2016 13-G AMENDED FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pershing Gold Corp
(Name of Issuer)
Common, including purchase warrants
(Title of Class of Securities)
715302204, including 715991303
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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. 715302204, including 715991303
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald Smith & Co., Inc.
13-2807845
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
A Delaware Corporation
Number of 5. Sole Voting Power 0 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 4,176,500 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,500 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)14.25%
12. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald Smith Value Fund, L.P.
27-0229715
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
A Delaware Corporation
Number of 5. Sole Voting Power 1,850,000 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 4,176,500 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,500 shares and warrants
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)14.25%
12. Type of Reporting Person (See Instructions) PN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald and Paula Smith Family Foundation
22-3732524
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 1,400,000 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 4,176,500 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,500 shares and warrants
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)14.25%
12. Type of Reporting Person (See Instructions) OO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Kamal Shah
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
A Delaware Corporation
Number of 5. Sole Voting Power 1,500 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 4,176,500 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,500 shares and warrants
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)14.25%
12. Type of Reporting Person (See Instructions) IN
Item 1.
(a) Name of Issuer: Pershing Gold Corp
(b) Address of Issuer's Principal Executive Offices
1658 Cold Blvd, Bldg 6, Suite 210
Lakewood, CO 80401
Item 2.
(a) Name of Person Filing: Donald Smith & Co.,Inc.
(b) Address of Principal Business Office:
152 West 57th Street
New York, NY 10019
(c) Citizenship: A Delaware Corporation
(d) Title of Class of Securities: Common
(e) CUSIP Number: 715302204, including 715991303
Item 3. This statement is filed pursuant to Section 240.13d-1(b),
and the person filing is an investment advisor registered
in accordance with Section 240.13d-1(b)(1)(ii)(E);
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 4,176,500
(b) Percent of class: 14.25%
(c) Number of shares as to which the person has:
(i) SOLE POWER TO VOTE: 3,251,500
(ii) SHARED POWER TO VOTE: SEE ITEM 6 OF COVER PAGE
(iii) SOLE POWER TO DISPOSE: 4,176,500
(iv) SHARED POWER TO DISPOSE: SEE ITEM 8 OF COVER PAGE
Item 5. Ownership of Five Percent or Less is NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
1. Donald Smith & Co., Inc. does not serve as custodian of
the assets of any of its clients; accordingly, in each
instance only the client or the client?s custodian or
trustee bank has the right to receive dividends paid
with respect to, and proceeds from the sale of, such
securities.
To the knowledge of Donald Smith & Co., Inc., with
respect to all securities reported in this schedule,
Donald Smith Value Fund, L.P., an affiliate of Donald
Smith & Co., Inc., holds greater than 5% of the
outstanding shares in the form of common shares and
purchase warrants. Each of the additional owners,
which are personal accounts of employees of Donald
Smith & Co., Inc., do not own greater than 5% of the
outstanding shares.
2. With respect to the remaining securities and warrants
owned, various persons have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock of Pershing
Gold Corp.
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
See EXHIBIT A
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
(a)
By signing below I certify that, to the best of my knowledge and
belief, the securities and warrants referred to above were acquired
and are held in the ordinary course of business and 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.
February 5, 2018
Date
Donald G. Smith___________
Signature
President_________________
Title
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) EXHIBIT A:
Donald Smith & Co., Inc. IA
Donald Smith Value Fund, L.P. PN
Donald and Paula Smith Family Foundation OO
Kamal Shah IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 5, 2018,
agree and consent to the joint filing on their behalf of this
Schedule 13G in connection with their beneficial ownership
of the Common Stock and Warrants of Pershing Gold Corp. at
December 31, 2016.
Donald Smith & Co., Inc.
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Donald Smith & Co., Inc.
Donald Smith Value Fund, L.P.
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of
Donald Smith value Fund, L.P
Donald and Paula Smith Family Foundation
By /s/ Donald G. Smith
Donald G. Smith
President
Duly authorized by and on behalf of
Donald and Paula Smith Family Foundation
Kamal Shah
By /s/ Donald G. Smith
Donald G. Smith
President
Duly authorized by and on behalf of Kamal Shah