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 Thomas Moragne 		2. Issuer Name and Ticker or Trading Symbol

GOLDEN QUEEN MINING CO LTD [ GQM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

78 UPLAND ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2017
(Street)

BROOKLINE, MA 02445
(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   1/24/2017     J (1)    6884444   D $0.7915   (2) 10163295   I   By grantor retained annuity trust   (3)
Common Stock                  1806400   D    
Common Stock                  1344269   I   By trust   (4)
Common Stock                  807250   I   By trust   (5)

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

Explanation of Responses:
( 1)  On January 24, 2017, the reporting person, as the sole trustee of the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"), authorized the transfer of 6,884,444 shares of common stock of Golden Queen Mining Co. Ltd. (the "Issuer") from the 2016-2 GRAT to Landon T. Clay in satisfaction of the annuity payment required by the terms of the 2016-2 GRAT. Landon T. Clay is the reporting person's father. The reporting person disclaims beneficial ownership of the shares held by the 2016-2 GRAT.
( 2)  The price in Column 4 has been determined in accordance with the terms of the 2016-2 GRAT and is based on the average trading price of the Issuer's shares of common stock converted to U.S. dollars at the prevailing conversion rate on the date that was one day prior to the date of the transaction
( 3)  Represents shares owned by the 2016-2 GRAT for the benefit of the reporting person's father. The reporting person's father is the donor of the assets to the 2016-2 GRAT, and the reporting person is the sole trustee under the 2016-2 GRAT. The reporting person disclaims beneficial ownership of the shares held by the 2016-2 GRAT.
( 4)  Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person has a remainder beneficial interest in the assets held by Monadnock. The reporting person's father provides investment advisory services to Monadnock and is the donor of the assets to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock except to the extent of his proportionate pecuniary interest therein.
( 5)  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. The reporting person is a director of Arctic Coast.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clay Thomas Moragne
78 UPLAND ROAD
BROOKLINE, MA 02445 		X
CEO

Signatures
/s/ Thomas M. Clay 1/26/2017
** 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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