SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on December 5, 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
AMERICAN STRATEGIC MINERALS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
030101109
(CUSIP Number)
April 12, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 Pages)
CUSIP No. 030101109
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pershing Gold Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
3,073,333
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
3,073,333
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,073,333
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.93% (1)
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12
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TYPE OF REPORTING PERSON*
CO
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(1) Based on 44,368,127 shares outstanding as of December 4, 2012.
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Item 1(a).
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Name of Issuer:
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American Strategic Minerals Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
2331 Mill Road, Suite 100, Alexandria, VA 22314
Item 2(a). Name of Person Filing.
Pershing Gold Corporation
Item 2(b). Address of Principal Business Office or, if None, Residence.
1658 Cole Boulevard, Building 6 – Suite 210, Lakewood, Colorado
Item 2(c). Citizenship.
Nevada
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.0001.
Item 2(e). CUSIP Number.
030101109
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Item 3.
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Type of Person
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Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 3,073,333
(b) Percent of class: 6.92% (1)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,073,333
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,073,333
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
(1) Based on 44,368,127 shares outstanding as of December 4, 2012.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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 I certify that, to the best of my 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.
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Date: December 4, 2012
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PERSHING GOLD CORPORATION
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By:
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/s/ Eric Alexander
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Eric Alexander
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Vice President, Finance and Controller
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