UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
GOLDEN QUEEN MINING CO. LTD.
(Name of Issuer)
Common Share, without par value
(Title of Class of Securities)
38115J100
(CUSIP Number)
René Marion
President and Chief Executive Officer
AuRico Gold Inc.
(f/k/a Gammon Gold, Inc.)
320 Bay Street, Suite 1520
Toronto, Ontario M5H 2R3 Canada
(647) 260-8880
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Jason K. Zachary
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10001
(212) 446-4800
July 25, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . [ ]
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. | 38115J100 | ||
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1. | NAMES OF REPORTING PERSONS | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||
3. | SEC USE ONLY
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4. | SOURCE OF FUNDS
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5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
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8. | SHARED VOTING POWER
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9. | SOLE DISPOSITIVE POWER
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10. | SHARED DISPOSITIVE POWER
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11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14. | TYPE OF REPORTING PERSON
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Introductory Note
This Amendment No. 3 on Schedule 13D/A amends and supplements the Schedule 13D originally filed by AuRico Gold Inc. (f/k/a Gammon Gold Inc.) (the “Reporting Person”) on June 11, 2010, Amendment No. 1 on Schedule 13D/A filed on June 16, 2011 and Amendment No. 2 on Schedule 13D/A filed on July 12, 2011 (collectively, the “Schedule 13D”). This Amendment No. 3 is being filed to report the sale of Common Shares of the Issuer by the Reporting Person. Except as indicated in this Amendment No. 3, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein that are not defined herein have the meanings set forth in the Schedule 13D.
| Item 1. | Security and Issuer. |
This Amendment No. 3 relates to common shares, without par value (“CommonShares”), of Golden Queen Mining Co. Ltd, a corporation organized under the laws of the Province of British Columbia (the “Issuer”). The Issuer has its principal executive offices at 6411 Imperial Avenue, West Vancouver, British Columbia V7W 2J5 Canada.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
AuRico Gold Inc. sold 685,300 Common Shares of the Issuer in open market transactions from July 6 through July 25, 2011.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate number and percentage of Common Shares of the Issuer deemed to be beneficially owned by the Reporting Person is 4,879,900 shares, which represents approximately 4.9% of the outstanding Common Shares of the Issuer. The ownership percentage is based upon 95,428,380 Common Shares of the Issuer outstanding as of May 13, 2011, as provided by the Issuer. The aggregate number of Common Shares beneficially owned by the Reporting Person consists of 2,379,900 Common Shares and 2,500,000 warrants that are currently exercisable to purchase an aggregate of 2,500,000 Common Shares.
Other than as set forth above, none of the persons set forth onSchedule A has any interest in the Common Shares of the Issuer.
(c) Except as described below, no transactions in the securities of the Issuer were effected by the Reporting Person or, to its knowledge, any other person set forth onSchedule A, during the past 60 days.
The table below sets forth a list of each sale of Common Shares of the Issuer by the Reporting Person in open market transactions since the last reported transaction in Amendment No. 2 to Schedule 13D/A:
| Number of Shares | Weighted Average | Price | ||||
| Transaction Date | Sold | Price Per Share* | Range* | |||
| July 6, 2011 | 36,200 | $3.15 | $3.07 - $3.27 | |||
| July 7, 2011 | 12,600 | $3.17 | $3.15 - $3.25 | |||
| July 8, 2011 | 5,800 | $3.22 | $3.20 - $3.25 | |||
| July 11, 2011 | 27,100 | $3.17 | $3.13 - $3.28 | |||
| July 12, 2011 | 64,100 | $3.02 | $3.00 – $3.07 | |||
| July 13, 2011 | 90,400 | $3.16 | $3.10 - $3.23 | |||
| July 14, 2011 | 34,900 | $3.15 | $3.10 - $3.25 | |||
| July 15, 2011 | 37,500 | $3.12 | $3.07 - $3.20 | |||
| July 18, 2011 | 75,600 | $3.13 | $3.10 - $3.20 | |||
| July 19, 2011 | 51,200 | $3.10 | $3.08 - $3.15 | |||
| July 20, 2011 | 49,900 | $3.12 | $3.03 - $3.15 | |||
| July 21, 2011 | 36,700 | $3.01 | $3.00 - $3.02 | |||
| July 22, 2011 | 91,400 | $3.03 | $3.00 – $3.11 | |||
| July 25, 2011 | 71,900 | $3.04 | $3.00 - $3.05 |
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* Sales were completed in public open market transactions through a broker at various prices in the indicated range.
(e) The Reporting Person ceased to the beneficial owner of more than 5% of the outstanding shares of Common Stock on July 25, 2011.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.
Date: July 29, 2011
| AURICO GOLD, INC. | |||
| By: | /s/ Scott Perry | ||
| Name: | Scott Perry | ||
| Title: | Executive Vice President and Chief | ||
| Financial Officer | |||
SCHEDULE A
CERTAIN INFORMATION REGARDING THE EXECUTIVE OFFICERS AND DIRECTORS OF AURICO GOLD, INC.
Directors
| Name | Principal Occupation | Business Address | Citizenship | |||
| René Marion | President and Chief | c/o of AuRico Gold, Inc. | Canada | |||
| Executive Officer of | 320 Bay Street, Suite 1520 | |||||
| AuRico Gold, Inc. | Toronto, Ontario M5H 2R3 | |||||
| Canada | ||||||
| Luis Chavez | Director of Mexican | c/o of AuRico Gold, Inc. | Mexico | |||
| Operations of AuRico | 320 Bay Street, Suite 1520 | |||||
| Gold, Inc. | Toronto, Ontario M5H 2R3 | |||||
| Canada | ||||||
| Ronald Smith | Chartered Accountant | c/o of AuRico Gold, Inc. | Canada | |||
| 320 Bay Street, Suite 1520 | ||||||
| Toronto, Ontario M5H 2R3 | ||||||
| Canada | ||||||
| George Elliott | Barrister and Solicitor | c/o of AuRico Gold, Inc. | Canada | |||
| 320 Bay Street, Suite 1520 | ||||||
| Toronto, Ontario M5H 2R3 | ||||||
| Canada | ||||||
| Terrence Cooper | Barrister and Solicitor | c/o Cooper & McDonald | Canada | |||
| 1669 Granville Street | ||||||
| Halifax, Nova Scotia B3J 1X2 | ||||||
| Canada | ||||||
| Colin K. Benner | Chairman | c/o Capstone Mining Corp. | Canada | |||
| Capstone Mining | Suite 900-999 West Hastings | |||||
| Corporation | Street | |||||
| Vancouver, British Columbia | ||||||
| V6C 2W2 | ||||||
| Canada | ||||||
| Richard M. Colterjohn | Managing Partner and | c/o Glencoban Capital | United States | |||
| Principal, Glencoban | Management | |||||
| Capital Management | 130 Bloor St. W Suite 905 | |||||
| Incorporated | Toronto, Ontario M5S 1N5 | |||||
| Canada | ||||||
| Alan R. Edwards | President & Chief | c/o Cooper One Inc. | Canada | |||
| Executive Office, | 1980-1075 West Georgia Street | |||||
| Cooper One | Vancouver, British Columbia | |||||
| Incorporated | V6E 3C9 | |||||
| Canada | ||||||
| Joseph Spiteri | Principal Mining | c/o of AuRico Gold, Inc. | Canada | |||
| Consultant, SGM | 320 Bay Street, Suite 1520 | |||||
| Consultants Incorporated | Toronto, Ontario M5H 2R3 | |||||
| Canada |
Executive Officers
| René Marion | President, Chief Executive Officer and Director |
| Scott Perry | Executive Vice President and Chief Financial Officer |
| Russell Tremayne | Executive Vice President and Chief Operating Officer |
| Chris Bostwick | Senior Vice President, Technical Services |
| Peter Drobeck | Senior Vice President, Exploration and Business Development |
| Luis Chavez | Director of Mexican Operations and Director |
| Chris Richter | Vice President, Corporate Development |
The principal occupation of each of the executive officers listed above is serving as an employee of the Reporting Person in their respective capacity listed above. Each of the executive officers listed above is a citizen of the Canada, except Chris Bostwick, who is a citizen of the United States of America, and Luis Chavez, who is a citizen of Mexico, and the principal business address of each such individual is c/o of AuRico Gold, Inc., 320 Bay Street, Suite 1520, Toronto, Ontario M5H 2R3, telephone (649) 260-8880.
The filing of this Amendment No. 3 to Schedule 13D shall not be construed as an admission that any of such individuals is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Amendment No. 3 to Schedule 13D.
