FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 Jonathan C. 		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)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

29 RIDGECROFT ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2016
(Street)

BRONXVILLE, NY 10708
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  1081686   D    
Common Stock                  7258300   I   By family investment vehicle   (1)
Common Stock                  50000   I   See Footnote   (2)
Common Stock                  807250   I   See Footnote   (3)
Common Stock                  32000   I   See Footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)    2000000       11/21/2016   11/21/2021   Common Shares   2000000     (6) 2000000   I   By family investment vehicle   (7)
Warrant   $0.95   1/5/2017     G   (8)    1667000       12/8/2015   6/8/2020   Common Shares   1667000     (9) 1667000   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clay Jonathan C.
29 RIDGECROFT ROAD
BRONXVILLE, NY 10708
X


Signatures
Jonathan C Clay 1/12/2017
** 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.
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