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Filing Details

Accession Number:: 0001235110-12-000136
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2012-05-23 13:19:16
Reporting Period:: 2011-09-19

Filing Date:: 2012-05-23
Accepted Time:: 2012-05-23 12:19:16
Original Submission Date:: 2011-12-02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477032	Prospect Global Resources Inc.	PGRX	General Bldg Contractors - Residential Bldgs (1520)	263024783

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1532446	J. Scott Reiman	730 17Th Street Suite 800 Denver CO 80202		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-11-22	399,033	$3.83	399,033	No	4	C	Indirect	By Hexagon Investments, LLC
Common Stock	Acquisiton	2011-11-22	881,507	$3.00	1,280,540	No	4	C	Indirect	By Hexagon Investments, LLC
Common Stock	Acquisiton	2011-11-22	2,588,235	$4.25	2,588,235	No	4	P	Indirect	By Very Hungry, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Hexagon Investments, LLC
No	4	C	Indirect	By Hexagon Investments, LLC
No	4	P	Indirect	By Very Hungry, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	$1,500,000 Convertible Secured Promissory Note	Acquisiton	2011-09-19	375,000	$4.00	375,000	$4.00
Common Stock	Common Stock Warrant	Acquisiton	2011-09-19	937,500	$0.00	937,500	$4.00
Common Stock	Senior Secured Convertible $2,500,000 Promissory Note	Disposition	2011-11-22	881,507	$3.00	881,507	$3.00
Common Stock	$1,500,000 Convertible Secured Promissory Note	Disposition	2011-11-22	399,033	$4.00	399,033	$3.83
Common Stock	Common Stock Warrant	Acquisiton	2011-11-22	2,588,235	$0.00	2,588,235	$4.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
375,000	2011-09-19	2012-09-19	No	4	P	Indirect
937,500	2011-09-19	2013-09-19	No	4	J	Indirect
0	2011-04-25	2012-04-24	No	4	C	Indirect
0	2011-09-19	2012-09-19	No	4	C	Indirect
2,588,235	2011-11-22	2012-11-22	No	4	J	Indirect

Footnotes

Includes 6,876 shares issued in payment of accrued interest of $26,301.
Scott J. Reiman is the founder and President of Hexagon Investments, LLC and controls Hexagon Investments, LLC.
Includes 48,174 shares issued in payment of accrued interest of $144,521.
Hexagon Investments, LLC is the sole member of Very Hungry, LLC.
The principal amount plus accrued interest on the note may be converted at any time during the term into shares of the Issuer's common stock at $4.00 per share, subject to adjustment solely for capital reorganization events. The principal amount plus accrued interest will automatically convert into shares of the Issuer's common stock at $4.00 per share upon completion by the Issuer of the issuance of at least $10,000,000 of securities; provided, that if such issuance of securities occurs at a per share purchase price of less than $4.44, additional shares will be issued upon conversion such that the total shares received upon conversion equals the aggregate principal amount (X) plus all accrued interest (Y) divided by 0.9 times the per share purchase price of the securities issuance (Z). For clarity, the total shares received by the holder shall be equal to (X + Y)/(0.9 * Z).
The note matures on September 19, 2012.
The exercise price of the warrant is equal to the conversion price of the note. The conversion price was adjusted to $3.825 on November 22, 2011, in connection with the Issuer's completion of a qualified financing.
Issued in connection with the purchase of the $1,500,000 Convertible Secured Promissory Note by Hexagon Investments, Inc.
The conversion price was adjusted from $4.00 in connection with the Issuer's completion of a qualified financing.
Issued in connection with the purchase of 2,588,235 shares of the Issuer's common stock by Very Hungry, LLC.