Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FROST PHILLIP MD ET AL
   2. Issuer Name and Ticker or Trading Symbol
PASSPORT POTASH INC [PPI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4400 BISCAYNE BLVD		 3. Date of Earliest Transaction (Month/Day/Year)
02/06/2014
(Street)

MIAMI, FL 33137		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
9.5% Convertible Debenture $ 0.12 (1) 02/06/2014   A   $ 287,500 (3) (4)   02/19/2014 08/19/2016(3) Common Stock (1) (1) (2) $ 287,500 (1) (2) (4) I Frost Gamma Investments Trust (5)
15% Convertible Debenture $ 0.19 02/19/2013   D     $ 250,000 (2) 02/19/2013 02/19/2014 Common Stock (2) $ 250,000 (3) 0 I Frost Gamma Investments Trust (5)
Warrant $ 0.12 (1) 02/06/2014   A   625,000   02/19/2014 08/19/2016(1) Common Stock 625,000 (1) (2) 625,000 I Frost Gamma Investments Trust (5)
Warrant $ 0.19 02/19/2013   D     1,250,000 02/19/2013 02/19/2014 Common Stock 1,250,000 (2) 0 I Frost Gamma Investments Trust (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FROST PHILLIP MD ET AL
4400 BISCAYNE BLVD
MIAMI, FL 33137		     X    
Frost Gamma Investments Trust
4400 BISCAYNE BOULEVARD, 15TH FLOOR
MIAMI, FL 33137		     X    

Signatures

 /s/ Phillip Frost, M.D., Individually and as Trustee of Frost Gamma Investments Trust   12/02/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 6, 2014 the 15% debenture note and warrants (the "Original Note and Warrants") were amended to extend the maturity date from February 19, 2014 to August 19, 2016. The Original Note interest rate changed from 15% to 9.5% payable in 50% cash and 50% shares, at the end of each year from the issue date. At the sole option of the holder, holder may elect to receive interest payments entirely in shares of common stock. Additionally the conversion price of the Original Note and Warrants exercise price changed from $0.19 to $0.12 given effect to a 2 for 1 reverse stock split effectuated on March 13, 2014. The amended debenture note is convertible into 2,395,834 shares of common stock at any time before maturity without giving effect to accrued interest.
(2) The Original Note had an aggregate principal amount of $250,000 and bore interest at a rate of 15% per annum, maturing one year from the date of issuance. The Original Note was convertible into 1,315,790 shares of common stock at any time before maturity at $0.19 per share without giving effect to accrued interest. The Original Note was amended as provided in Note 1 above.
(3) Frost Gamma Investments Trust purchased the Original Note and Warrants for an aggregate purchase price of $250,000.
(4) Includes interest on February 19, 2014 of $37,500 which was reinvested into the amended debenture note.
(5) These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L. P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.

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