FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Clay Richard T

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/21/2016 

3. Issuer Name and Ticker or Trading Symbol

GOLDEN QUEEN MINING CO LTD [GQMNF]

(Last)        (First)        (Middle)

C/O EAST HILL MANAGEMENT COMPANY, LLC, 70 MAIN STREET, SUITE 300

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

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

(Street)

PETERBOROUGH, NH 03458       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   1505678   D    
Common Stock   807250   I   By trust   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Warrant   12/8/2015   6/8/2020   Common Shares   5967000   $0.95   I   By trust   (2)
Warrant   12/8/2015   6/8/2020   Common Shares   1533000   $0.95   I   By trust   (3)
Warrant   11/21/2016   11/21/2021   Common Shares   4773600   $0.85   I   By trust   (4)
Warrant   11/21/2016   11/21/2021   Common Shares   1226400   $0.85   I   By trust   (5)

Explanation of Responses:
( 1)  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 father is the donor of the portion of Arctic Coast held by the CF 2009 Trust.
( 2)  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.
( 3)  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.
( 4)  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.
( 5)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clay Richard T
C/O EAST HILL MANAGEMENT COMPANY, LLC
70 MAIN STREET, SUITE 300
PETERBOROUGH, NH 03458

X


Signatures
/s/ Richard T. Clay 11/30/2016
** 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).
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 control number.