UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 10)
Under
the Securities Exchange Act of 1934
Gold
Reserve Inc.
(Name
of Issuer)
Class
A common shares, no par value per share
(Title
of Class of Securities)
38068N108
(CUSIP
Number)
Eric
Shahinian
Camac
Partners, LLC
350
Park Avenue, 13th Floor
New
York, NY 10022
914-629-8496
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
9/30/24
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Partners, LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☐ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
18,527,103 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
18,527,103 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
18,527,103 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
16.4% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
OO |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Capital, LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☐ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
18,527,103 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
18,527,103 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
18,527,103 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
16.4% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
OO |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Fund, LP |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☐ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
WC |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
9,475,404 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
9,475,404 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
9,475,404 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.4% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
PN |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Fund II, LP |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☐ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
WC |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
9,051,699 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
9,051,699 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
9,051,699 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.0% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
PN |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Eric
Shahinian |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☐ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
18,527,103 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
18,527,103 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
18,527,103 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
16.4% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
IN |
This
Amendment No. 10 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission
on December 8, 2021 (the “Schedule 13D”) as amended on June 9, 2022, August 15, 2022, October 25, 2022, November 8, 2022,
July 27, 2023, December 18, 2023, January 17th, 2024, February 27, 2024, and May 7th, 2024 by the Reporting Persons
with respect to the Class A common shares, no par value per share (the “Shares”) of Gold Reserve Inc. (the “Issuer”
or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated,
or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective
meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be
deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item
3. Source and Amount of Funds or Other Consideration
The
Shares purchased by Camac Fund and Camac Fund II were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 9,475,404 Shares beneficially owned
by Camac Fund is approximately $17,389,909, including brokerage commissions. The aggregate purchase price of the 9,051,699 Shares beneficially
owned by Camac Fund II is approximately $18,142,601 including brokerage commissions.
Item
5. Interest in Securities of the Issuer
(a)
The aggregate percentage of Shares reported owned by each person named herein is upon the 112,799,914 Shares outstanding as of July
3, 2024, following the July 2024 Offering, as reported by the Company in Exhibit 99.1 to its Form 6-K filed with the Securities and
Exchange Commission (the “SEC”) on July 3, 2024.
As
of the date hereof, Camac Fund beneficially owned 9,475,404 Shares, constituting approximately 8.4% of the Shares outstanding.
As
of the date hereof, Camac Fund II beneficially owned 9,051,699 Shares, constituting approximately 8.0% of the Shares outstanding.
Camac
Partners, as investment manager of Camac Fund and Camac Fund II, may be deemed to beneficially own the 18,527,103 Shares owned in the
aggregate by Camac Fund and Camac Fund II, constituting approximately 16.4% of the Shares outstanding. Camac Capital, as the managing
member of Camac Partners and the general partner of Camac Fund and Camac Fund II, may be deemed to beneficially own the 18,527,103 Shares
owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 16.4% of the Shares outstanding. Mr. Shahinian, as
the manager of Camac Capital, may be deemed to beneficially own the 18,527,103 Shares owned in the aggregate by Camac Fund and Camac
Fund II, constituting approximately 16.4% of the Shares outstanding.
(b)
By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to
have shared power to vote and dispose of the Shares reported owned by Camac Fund.
By
virtue of their respective positions with Camac Fund II, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to have
shared power to vote and dispose of the Shares reported owned by Camac Fund II.
(c)
Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60
days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e)
Not applicable.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
October 2, 2024
| Camac
Partners, LLC |
|
| |
|
| By: |
Camac Capital, LLC, |
|
| its
Managing Member |
|
| |
|
| By: |
/s/
Eric Shahinian |
|
| Eric
Shahinian |
|
| Manager |
|
| |
|
| Camac
Capital, LLC |
|
| |
|
| By: |
/s/
Eric Shahinian |
|
| Eric
Shahinian |
|
| Manager |
|
| |
|
| By: |
/s/
Eric Shahinian |
|
| Eric
Shahinian |
|
| |
|
| Camac
Fund, LP |
|
| |
|
| By:
Camac Capital, LLC, |
|
| its
general partner |
|
| |
|
| By: |
/s/
Eric Shahinian |
|
| Eric
Shahinian |
|
| Manager |
|
| |
|
| Camac
Fund II, LP |
|
| |
|
| By:
Camac Capital, LLC, |
|
| its
general partner |
|
| |
|
| By: |
/s/
Eric Shahinian |
|
| Eric
Shahinian |
|
| Manager |
|
SCHEDULE
A
Transactions
in the Shares by the Reporting Persons During the Past 60 Days
Date of Purchase | |
Shares Purchased | | |
Price Per Share
($USD) | |
| CAMAC FUND LP |
| 09/30/2024 | |
| 182,000 | | |
| 1.5902 | |
| 10/01/2024 | |
| 18,200 | | |
| 1.6366 | |
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