| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PARAMOUNT GOLD & SILVER CORP. [ PZG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/11/2011 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/10/2011 | X | 900,000 | A | $0.8875(1) | 1,025,000 | D | |||
| Common Stock | 100,000 | I | See Footnote(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Profit Participation Agreement | $0.8875(1) | 09/19/2009 | X | 900,000 | (3) | (4) | Common Stock | 900,000 | (3) | 577,500 | I | By profit interest | |||
| Explanation of Responses: |
| 1. The price of the shares is given in Canadian dollars. |
| 2. Mr. Fronk is a beneficiary of a foundation which directly owns 100,000 shares. |
| 3. See remarks below. |
| 4. Mr. Fronk's right to receive his profit participation has no expiration date. |
| Remarks: |
| This filing amends the Form 4 filed by Mr. Fronk on January 11, 2011 to provide additional information relating to the exercise of part of Mr. Fronk's profit participation interest under a Profit Participation Agreement for Common Stock of Paramount Gold & Silver Corp. (the "Issuer"). In connection with the March 19, 2009 investment by FCMI Financial Corporation ("FCMI") in the Issuer, as consideration for services rendered by Mr. Fronk and a third party to FCMI, as of March 9, 2009, the parties entered into the Profit Participation Agreement whereby FCMI granted to each of Mr. Fronk and the third party a 7.5% profit participation interest in FCMI's investment in the Issuer, calculated with an interest factor. That investment was of 12,000,000 units of the Issuer, each unit at a price of C$0.75 and consisting of one share of the Issuer's Common Stock and one warrant to purchase a share of the Issuer's Common Stock at an exercise price of C$1.05 per share and exercisable from September 19, 2009 through March 19, 2013. On January 10, 2011, Mr. Fronk exercised his right to 900,000 shares (representing 7.5% of FCMI's initial investment of 12,000,000 shares of Common Stock). |
| /s/ Rudi P. Fronk | 02/28/2011 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||