Golden Queen Mining Consolidated (GQMNF) Form 4 GOLDEN QUEEN MINING / LANDON T CLAY 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^*

CLAY LANDON T

(Last) (First) (Middle)

188 OLD STREET ROAD

(Street)

PETERBOROUGH NH 03458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [ GQMNF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2015

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

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
Warrant(1)	$0.95	06/08/2015		J(1)		5,967,000		12/08/2015	06/08/2020	Common Shares	5,967,000	(2)	5,967,000	I	By Trust(1)
Warrant	$0.95	06/08/2015		J(3)		1,533,000		12/08/2015	06/08/2020	Common Shares	1,533,000	(2)	1,533,000	I	By Trust(3)

Explanation of Responses:

1. On June 8, 2015, the issuer issued a warrant to purchase 5,967,000 shares of common stock to the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"). The reporting person is the donor of the LTC 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the LTC 2009 Trust. The warrant is exercisable from December 8, 2015 through June 8, 2020.

2. The warrant was issued in connection with the Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated June 8, 2015, by and among the issuer, the LTC 2009 Trust, the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") and the other lenders named therein. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 9, 2015.

3. On June 8, 2015 the issuer issued a warrant to purchase 1,533,000 shares of common stock to the CF 2009 Trust. The reporting person is the donor of the CF 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the CF 2009 Trust. The warrant is exercisable from December 8, 2015 through June 8, 2020.

	Landon T. Clay	08/14/2015
	** 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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