Clay Thomas Moragne 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)

C/O EAST HILL MANAGEMENT COMPANY, LLC

70 MAIN STREET, SUITE 300

(Street)

PETERBOROUGH NH 03458

(City) (State) (Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2018

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	01/25/2018		J(1)		10,163,295	D	$0.1686(1)	0	I	By grantor retained annuity trust(1)
Common Stock								26,114	I	By corporation(2)
Common Stock								1,806,400	D
Common Stock								1,344,269	I	By trust(3)
Common Stock								807,250	I	By trust(4)

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

Explanation of Responses:

1. On January 25, 2018, the reporting person, as the sole trustee of the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"), authorized the transfer of all 10,163,295 shares of common stock of Golden Queen Mining Co. Ltd. (the "Issuer") held by the 2016-2 GRAT from the 2016-2 GRAT to the Estate of Landon Thomas Clay in satisfaction of the final annuity payment required by the terms of the 2016-2 GRAT. Mr. Landon Thomas Clay died in July 2017 and was the reporting person's father. The price in Column 4 was determined in accordance with the terms of the 2016-2 GRAT and is based on the average trading price of the Issuer's shares of common stock one day prior to the date of the transaction and converted to U.S. dollars at the prevailing conversion rate on such date.

2. Represents shares owned by LTC Corporation ("LTC Corp"). The reporting person was appointed president of LTC Corp on November 21, 2017. The Estate of Landon Thomas Clay owns all of the equity interests of LTC Corp. The reporting person disclaims beneficial ownership of the shares held by LTC Corp.

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

4. 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 late father was the donor of the portion of Arctic Coast held by the CF 2009 Trust. The reporting person is a director of Arctic Coast.

	/s/ Thomas M. Clay	01/29/2018
	** 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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