| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GOLDEN QUEEN MINING CO LTD [ GQM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 05/22/2019 | J | 6,658,116 | D | (1) | 0 | D | |||
| Common Stock | 05/22/2019 | J | 7,031,755 | D | (1) | 0 | I | By Trust(2) | ||
| Common Stock | 05/22/2019 | J | 807,250 | D | (1) | 0 | I | By Trust(3) | ||
| 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 | ||||||||
| Stock Options | $0.58 | 05/22/2019 | J | 107,500 | (4) | 09/08/2020 | Common Stock | 107,500 | (5) | 0 | D | ||||
| Stock Options | $0.66 | 05/22/2019 | J | 100,000 | (6) | 11/30/2021 | Common Stock | 100,000 | (5) | 0 | D | ||||
| Stock Options | $0.29 | 05/22/2019 | J | 250,000 | (7) | 10/20/2022 | Common Stock | 250,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock ("Common Stock") of Golden Queen Mining Co. Ltd. (the "Issuer") that were tendered to the Issuer in connection with that certain Agreement for the Purchase of Shares of Golden Queen Mining Holdings, Inc., dated February 7, 2019 (the "Agreement"), between the Issuer and the Purchaser Group (as defined therein). In exchange for the Common Stock tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Golden Queen Mining Holdings, Inc., a subsidiary of the Issuer ("Holdings"). |
| 2. Represents Common Stock of the Issuer formerly held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The Reporting Person disclaims beneficial ownership of the Common Stock of the Issuer previously held by Monadnock except to the extent of the Reporting Person's proportionate pecuniary interest therein. |
| 3. Represents Common Stock of the Issuer formerly held by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The Reporting Person is a trustee of the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. The Reporting Person is a director of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the Common Stock of the Issuer previously held by Arctic Coast. |
| 4. The stock options to purchase Common Stock of the Issuer were exercisable at the time they were tendered to the Issuer in connection with the transactions contemplated by the Agreement. |
| 5. Represents options to purchase Common Stock of the Issuer that were tendered to the Issuer in connection with the Agreement. In exchange for the stock options tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Holdings. |
| 6. The stock options were issued on November 30, 2016 by the Issuer's board of directors. Two thirds of the stock options vested in equal installments on the first and second anniversaries of the date of grant. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement. |
| 7. The stock options were issued on October 20, 2017 by the Issuer's board of directors. One third of the stock options vested on October 20, 2018. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement. |
| /s/ Thomas M. Clay | 06/03/2019 | |
| ** 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. | ||
