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*
(Street)
| 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)
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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)
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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 | 1,081,686 | D | ||||||||
Common Stock | 7,258,300 | I | By family investment vehicle(1) | |||||||
Common Stock | 50,000 | I | See Footnote(2) | |||||||
Common Stock | 807,250 | I | See Footnote(3) | |||||||
Common Stock | 32,000 | I | See Footnote(4) |
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 | ||||||||
Warrant | $0.85 | 11/21/2016 | J(5) | 2,000,000 | 11/21/2016 | 11/21/2021 | Common Shares | 2,000,000 | (6) | 2,000,000 | I | By family investment vehicle(7) | |||
Warrant | $0.95 | 01/05/2017 | G(8) | 1,667,000 | 12/08/2015 | 06/08/2020 | Common Shares | 1,667,000 | (9) | 1,667,000 | I | By family investment vehicle(7) |
Explanation of Responses: |
1. Represents shares owned by EHT, LLC ("EHT"). The reporting person is the sole managing member of EHT. |
2. Represents shares owned by 933 Milledge, LLC ("Milledge"). The reporting person is the sole managing member of Milledge. |
3. Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). Arctic Coast is owned 47.5% by Milledge and 2.5% by the reporting person. The reporting person disclaims beneficial ownership of 50% of Arctic Coast's holdings of the issuer's common stock not attributable to Milledge or to the reporting person. |
4. Represents shares held in a custody account for James Clay, the reporting person's son. The reporting person's wife, Whitney Clay, is the sole custodian of such account and the reporting person disclaims beneficial ownership of these shares. |
5. On November 21, 2016, the issuer issued a warrant to purchase 2,000,000 shares of common stock to EHT. The warrant is currently exercisable and expires on November 21, 2021. |
6. 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 Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"), the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") and EHT. 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. |
7. Represents warrants owned by EHT. |
8. On June 8, 2015, the issuer issued a warrant to purchase 1,667,000 shares of common stock to Harris Clay, the reporting person's father. The warrant is exercisable from December 8, 2015 through June 8, 2020. In connection with Harris Clay's death, the warrant to purchase 1,667,000 shares of common stock was transferred to EHT on January 5, 2017. |
9. The warrant was issued in connection with the Amended and Restated Term Loan Agreement (the "Original Loan Agreement"), dated June 8, 2015, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust, EHT and Harris Clay. The Original Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2015. |
Jonathan C Clay | 01/12/2017 | |
** 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. |