Sec Form 4 Filing - Clay Thomas Moragne @ GOLDEN QUEEN MINING CO LTD - 2018-01-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 01/25/2018 (Street) PETERBOROUGH, NH03458 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 01/25/2018 J( 1 ) 10,163,295 D $ 0.1686 ( 1 ) 0 I By grantor retained annuity trust ( 1 ) Common Stock 26,114 I By corporation ( 2 ) Common Stock 1,806,400 D Common Stock 1,344,269 I By trust ( 3 ) Common Stock 807,250 I By trust ( 4 )

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 C/O EAST HILL MANAGEMENT COMPANY, LLC 70 MAIN STREET, SUITE 300 PETERBOROUGH, NH03458 X X CEO Signatures /s/ Thomas M. Clay 01/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 25, 2018, the reporting person, as the sole trustee of the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"), authorized the transfer of all 10,163,295 shares of common stock of Golden Queen Mining Co. Ltd. (the "Issuer") held by the 2016-2 GRAT from the 2016-2 GRAT to the Estate of Landon Thomas Clay in satisfaction of the final annuity payment required by the terms of the 2016-2 GRAT. Mr. Landon Thomas Clay died in July 2017 and was the reporting person's father. The price in Column 4 was determined in accordance with the terms of the 2016-2 GRAT and is based on the average trading price of the Issuer's shares of common stock one day prior to the date of the transaction and converted to U.S. dollars at the prevailing conversion rate on such date. ( 2 )Represents shares owned by LTC Corporation ("LTC Corp"). The reporting person was appointed president of LTC Corp on November 21, 2017. The Estate of Landon Thomas Clay owns all of the equity interests of LTC Corp. The reporting person disclaims beneficial ownership of the shares held by LTC Corp. ( 3 )Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person provides investment advisory services to Monadnock. The reporting person's late father 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 held by Monadnock except to the extent of his proportionate pecuniary interest therein. ( 4 )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 (the "CF 2009 Trust"), which owns 50% of Arctic Coast. The reporting person's late father was the donor of the portion of Arctic Coast held by the CF 2009 Trust. The reporting person is a director of Arctic Coast.

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 Number.