Golden Queen Mining Consolidated (GQMNF) Form 4 GOLDEN QUEEN MINING / Thomas Moragne 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 Thomas Moragne

(Last) (First) (Middle)

78 UPLAND ROAD

(Street)

BROOKLINE MA 02445

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016

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								1,806,400	D
Common Stock								17,047,739	I	By grantor retained annuity trust(1)
Common Stock								1,344,269	I	By trust(2)
Common Stock								807,250	I	By trust(3)

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	$0.85	11/21/2016		J(4)		4,773,600		11/21/2016	11/21/2021	Common Shares	4,773,600	(5)	4,773,600	I	By trust(4)
Warrant	$0.85	11/21/2016		J(6)		1,226,400		11/21/2016	11/21/2021	Common Shares	1,226,400	(5)	1,226,400	I	By trust(6)

Explanation of Responses:

1. Represents shares owned by the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT") for the benefit of the reporting person's father. The reporting person's father is the donor of the assets to the 2016-2 GRAT, and the reporting person is the sole trustee under the 2016-2 GRAT. The reporting person disclaims beneficial ownership of the shares held by the 2016-2 GRAT.

2. Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person has a remainder beneficial interest in the assets held by Monadnock. The reporting person's father provides investment advisory services to Monadnock and is the donor of the assets to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock except to the extent of his proportionate pecuniary interest therein

3. Represents shares owned 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 "CF 2009 Trust"), which owns 50% of Arctic Coast. The reporting person's father is the donor of the portion of Arctic Coast held by the CF 2009 Trust. The reporting person is a director of Arctic Coast.

4. On November 21, 2016, the issuer issued a warrant to purchase 4,773,600 shares of common stock to the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"), of which the reporting person is a trustee. The warrant is currently exercisable and expires on November 21, 2021.

5. The warrant was issued in connection with the Second Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated November 21, 2016, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust and EHT, LLC. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2016.

6. On November 21, 2016, the issuer issued a warrant to purchase 1,226,400 shares of common stock to the CF 2009 Trust, of which the reporting person is a trustee. The warrant is currently exercisable and expires on November 21, 2021.

	/s/ Thomas M. Clay	11/23/2016
	** Signature of Reporting Person	Date
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