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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O EAST HILL MANAGEMENT COMPANY, LLC, 70 MAIN STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2018
(Street)

PETERBOROUGH, NH 03458
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/26/2018 
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   2/22/2018   (1) (2)   X (1) (2)    4851716   (3) A $0.1325   (1) (2) 6658116   (3) D    

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)  In November 2017, Golden Queen Mining Co. Ltd (the "Issuer") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Issuer's common shares, as of the record date of December 1, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 188,952,761 of the Issuer's common shares. Record Date Shareholders received one Right for each outstanding common share held on the record date. The Rights entitled their holders to purchase 1.7 new common shares for every Right held. The subscription price per common share was $0.1325 (the "basic subscription privilege"). (see footnote 2)
(2)  The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $0.1325 per common share, additional common shares of the Issuer, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The Rights were exercisable until February 20, 2018 at 5:00 p.m. Toronto time. Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privilege based on the number of common shares of the Issuer each of those Rights holders owned on the record date.
(3)  Due to a clerical error, the Reporting Person is filing this amendment to the Form 4 originally filed on February 26, 2018 to correct the number of common shares of the Issuer acquired by the Reporting Person on February 22, 2018 upon the exercise of the basic subscription privilege and the exercise of the oversubscription privilege. No other changes have been made to the original Form 4.

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

Signatures
/s/ Thomas M. Clay 3/21/2018
** 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 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.
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.