of Landon Thomas Clay Estate Form 3 GOLDEN QUEEN MINING / of Landon Thomas Clay Estate ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Estate of Landon Thomas Clay

(Last) (First) (Middle)

C/O EAST HILL MANAGEMENT COMPANY, LLC

70 MAIN STREET, SUITE 300

(Street)

PETERBOROUGH NH 03458

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2018

3. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [ GQM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,052,402	D
Common Stock	26,114	I	By corporation(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subscription Rights (right to acquire)(2)	01/11/2018	02/20/2018	Common Stock	17,052,402(3)	0.1325	D
Subscription Rights (right to acquire)(2)	01/11/2018	02/20/2018	Common Stock	26,114(4)	0.1325	I	By corporation(1)

Explanation of Responses:

1. Represents shares held by LTC Corporation ("LTC Corp"). The reporting person owns all of the equity interests of LTC Corp. The equity interests of LTC Corp transferred automatically to the reporting person following the death of Landon T. Clay in July 2017.

2. Golden Queen Mining Company, LLC (the "Issuer") commenced a pro-rata rights offering (the "Offering") on December 1, 2017. Pursuant to the terms of the Offering, each stockholder of the Issuer received one transferable right (each a "Right") for each share of common stock of the Issuer owned by such stockholder. Each Right entitles the holder thereof to purchase 1.7 shares of common stock of the Issuer at an exercise price of US$0.1325 per share of common stock. The Rights are exercisable until February 20, 2018.

3. Represents Rights received directly from the Issuer, as well as rights received by the reporting person in a distribution as the beneficiary of the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016.

4. Represents Rights received directly from the Issuer.

	/s/ Thomas M. Clay, Executor	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 5 (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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