Sec Form 4 Filing - Clay Thomas Moragne @ GOLDEN QUEEN MINING CO LTD - 2016-01-14

Insider filing report for Changes in Beneficial Ownership
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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
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/YY)
01/14/2016
(Street)
BROOKLINE, MA02445
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 Stock 01/14/2016 G V 17,047,739 A $ 0 17,047,739 I By grantor retained annuity trust ( 1 )
Common Stock 1,806,400 D
Common Stock 1,344,269 I By trust ( 2 )
Common Stock 807,250 I By trust ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clay Thomas Moragne
78 UPLAND ROAD
BROOKLINE, MA02445
X CEO
Signatures
/s/ Thomas M. Clay 01/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 14, 2016, the reporting person's father, Landon T. Clay transferred an aggregate of 17,047,739 shares of common stock of the issuer into the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016(the "2016-2 GRAT")for the benefit of the reporting person's father. 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.
( 2 )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. The reporting person disclaims beneficial interest of the shares held by Monadnock except to the extent of his proportionate pecuniary interest therein.
( 3 )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 which owns 50% of Arctic Coast. The reporting person is a director of Arctic Coast.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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