Sec Form 4 Filing - Palmer Roger @ GOLDEN STAR RESOURCES LTD - 2012-02-28

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palmer Roger 2. Issuer Name and Ticker or Trading Symbol GOLDEN STAR RESOURCES LTD [ GSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and CFO (Last) (First) (Middle) 10901 W. TOLLER DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2012 (Street) LITTLETON, CO80127 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Shares 02/28/2012 M 4,334 A $ 1.15 ( 2 ) 22,692 D Common Shares 02/28/2012 S 4,334 D $ 2.1 ( 1 ) 18,358 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Common Share Options (Right to Buy) $ 1.15 ( 2 ) 02/28/2012 M 4,334 01/30/2002 01/30/2012( 3 ) Common Shares 4,334 $ 0 345,692 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palmer Roger 10901 W. TOLLER DRIVE SUITE 300 LITTLETON, CO80127 Vice President and CFO Signatures Roger Palmer 03/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported represents the weighted average sale price for sale transactions involving shares directly held by the reporting person, executed in a price range from $2.08 to $2.11. The reporting person will provide full information regarding the nubmer of shares sold at each separate price to the Commission staff, the issuer or a security hodler of the issuer upon request. ( 2 )The exercise price is CDN$1.16; this is the US$ equivalent on the date of exercise (CDN$1.00 = US$0.996). ( 3 )The expiry date of the options is January 30, 2012; however, since the Corporation was in a blackout perios, the expiry was extened by 10 business days following the end of the blackout (February 27, 2012).

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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