Golden Minerals (AUMN) Form 4 Golden Minerals / Jeffrey G Clevenger ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Clevenger Jeffrey G

(Last) (First) (Middle)

350 INDIANA STREET

SUITE 800

(Street)

GOLDEN CO 80401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Golden Minerals Co [ AUMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock								3,200(1)	I	By spouse
Common Stock	09/01/2015		S		60,000(2)	D	$0.3167	364,806(3)	D
Common Stock	09/01/2015		M		172,500(4)	A	(4)	537,306(3)	D

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 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
Restricted Stock Units	(5)	09/01/2015		A		30,000		(6)	(6)	Common Stock	30,000	$0	30,000	D
KELTIP Units	(4)	09/01/2015		M			172,500	(4)	(4)	Common Stock	172,500	$0	0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. These shares were sold pursuant to a Rule 10b5-1 plan entered into in March 2014 for the purpose of funding tax liabilities associated with the vesting of restricted stock issued pursuant to the Issuer's Amended and Restated 2009 Equity Incentive plan.

3. Includes zero shares of restricted common stock that have not yet vested and were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan.

4. Settlement of the December 13, 2013 grant of 172,500 KELTIP units. Settlement is effective on 9/1/2015, the date on which Mr. Clevenger ceased to serve as an officer or employee of the Issuer. KELTIP Units were granted pursuant to the Issuer's 2013 Key Employee Long-Term Incentive Plan. KELTIP units convert into common stock on a one-for-one basis.

5. Each Restricted Stock Unit represents a contingent right to receive one share of Golden Minerals Company common stock. The Restricted Stock Units will vest on the first to occur of (i) the first anniversary of the grant date and (ii) a Change of Control as defined in Golden Minerals Company's Amended and Restated 2009 Equity Incentive Plan.

6. Shares of common stock represented by vested Restricted Stock Units will be issued to the reporting person effective on the date on which the reporting person ceases to be a member of the Board of Directors of Golden Minerals Company.

Remarks:

	Robert P. Vogels for Jeffrey G. Clevenger Pursuant to Power of Attorney	09/02/2015
	** 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).
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