Initial Statement of Beneficial Ownership (3)
November 29 2016 - 12:01PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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James Brian Charles
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/21/2016
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3. Issuer Name
and
Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [GQMNF]
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(Last)
(First)
(Middle)
C/O EAST HILL MANAGEMENT COMPANY, LLC, 70 MAIN STREET, SUITE 300
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
PETERBOROUGH, NH 03458
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1344269
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I
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By trust
(1)
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Common Stock
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807250
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I
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By trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
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12/8/2015
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6/8/2020
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Common Shares
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5967000
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$0.95
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I
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By trust
(3)
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Warrant
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12/8/2015
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6/8/2020
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Common Shares
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1533000
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$0.95
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I
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By trust
(4)
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Warrant
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11/21/2016
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11/21/2021
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Common Shares
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4773600
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$0.85
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I
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By trust
(5)
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Warrant
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11/21/2016
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11/21/2021
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Common Shares
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1226400
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$0.85
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I
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By trust
(6)
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Explanation of Responses:
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(
1)
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Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person is a trustee of Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock.
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(
2)
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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 disclaims beneficial ownership of the shares held by Arctic Coast.
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(
3)
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On June 8, 2015 the issuer issued a warrant to purchase 5,967,000 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 June 8, 2020. The reporting person disclaims beneficial ownership of the shares held by the LTC 2009 Trust.
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(
4)
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On June 8, 2015 the issuer issued a warrant to purchase 1,533,000 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 June 8, 2020. The reporting person disclaims beneficial ownership of the shares held by the CF 2009 Trust.
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(
5)
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On November 21, 2016 the issuer issued a warrant to purchase 4,773,600 shares of common stock to the LTC 2009 Trust, of which the reporting person is a trustee. The warrant is currently exercisable and expires on November 21, 2021. The reporting person disclaims beneficial ownership of the shares held by the LTC 2009 Trust.
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(
6)
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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. The reporting person disclaims beneficial ownership of the shares held by the CF 2009 Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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James Brian Charles
C/O EAST HILL MANAGEMENT COMPANY, LLC
70 MAIN STREET, SUITE 300
PETERBOROUGH, NH 03458
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X
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Signatures
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/s/ Brian C. James
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11/29/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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