Statement of Changes in Beneficial Ownership (4)
June 06 2018 - 4:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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Clay Thomas Moragne
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2. Issuer Name
and
Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD
[
GQM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
C/O EAST HILL MANAGEMENT COMPANY, LLC, 70 MAIN STREET, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/5/2018
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(Street)
PETERBOROUGH, NH 03458
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6658116
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D
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Common Stock
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6/5/2018
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J
(1)
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248082
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D
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$0
(1)
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0
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I
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By Corporation
(1)
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Common Stock
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7031755
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I
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By trust
(2)
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Common Stock
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807250
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I
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By trust
(3)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Explanation of Responses:
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(1)
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Represents shares of common stock of Golden Queen Mining Co. Ltd. (the "Issuer") held by LTC Corporation ("LTC Corp"). The Estate of Landon Thomas Clay (the "Estate") is the sole stockholder of LTC Corp following the death of Mr. Landon Thomas Clay, the Reporting Person's father, in July 2017. The Reporting Person is the executor of the Estate and the president of LTC Corp. On June 4, 2018, LTC Corp distributed all of its shares of common stock of the Issuer to the Estate. Following this disposition the Reporting Person no longer holds any beneficial interest in these shares of common stock of the Issuer.
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(2)
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Represents shares of common stock of the Issuer held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). East Hill Management Company, LLC ("East Hill") provides investment advisory services to Monadnock. The Reporting Person is the sole manager of East Hill. Mr. Landon Thomas Clay was the donor of the assets to Monadnock and the Reporting Person has a remainder beneficial interest in the assets held by Monadnock. The Reporting Person disclaims beneficial ownership of the shares of common stock of the Issuer held by Monadnock except to the extent of the Reporting Person's proportionate pecuniary interest therein.
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(3)
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Represents common shares of the Issuer held 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 "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. Mr. Landon Thomas Clay was the donor of the portion of Arctic Coast held by the 2009 Trust. The Reporting Person is a director of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the shares of Common Stock held by Arctic Coast.
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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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Clay Thomas Moragne
C/O EAST HILL MANAGEMENT COMPANY, LLC
70 MAIN STREET, SUITE 300
PETERBOROUGH, NH 03458
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X
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CEO
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Signatures
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/s/ Thomas M. Clay
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6/6/2018
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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 4(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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