Sec Form 4 Filing - Clay Jonathan C. @ GOLDEN QUEEN MINING CO LTD - 2016-11-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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 Jonathan C.
2. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [ GQMNF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
29 RIDGECROFT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2016
(Street)
BRONXVILLE, NY10708
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 1,081,686 D
Common Stock 7,258,300 I By family investment vehicle ( 1 )
Common Stock 50,000 I See Footnote ( 2 )
Common Stock 807,250 I See Footnote ( 3 )
Common Stock 32,000 I See Footnote ( 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
Warrant $ 0.85 11/21/2016 J( 5 ) 2,000,000 11/21/2016 11/21/2021 Common Shares 2,000,000 ( 6 ) 2,000,000 I By family investment vehicle ( 7 )
Warrant $ 0.95 01/05/2017 G( 8 ) 1,667,000 12/08/2015 06/08/2020 Common Shares 1,667,000 ( 9 ) 1,667,000 I By family investment vehicle ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clay Jonathan C.
29 RIDGECROFT ROAD
BRONXVILLE, NY10708
X
Signatures
Jonathan C Clay 01/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares owned by EHT, LLC ("EHT"). The reporting person is the sole managing member of EHT.
( 2 )Represents shares owned by 933 Milledge, LLC ("Milledge"). The reporting person is the sole managing member of Milledge.
( 3 )Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). Arctic Coast is owned 47.5% by Milledge and 2.5% by the reporting person. The reporting person disclaims beneficial ownership of 50% of Arctic Coast's holdings of the issuer's common stock not attributable to Milledge or to the reporting person.
( 4 )Represents shares held in a custody account for James Clay, the reporting person's son. The reporting person's wife, Whitney Clay, is the sole custodian of such account and the reporting person disclaims beneficial ownership of these shares.
( 5 )On November 21, 2016, the issuer issued a warrant to purchase 2,000,000 shares of common stock to EHT. The warrant is currently exercisable and expires on November 21, 2021.
( 6 )The warrant was issued in connection with the Second Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated November 21, 2016, by and among the issuer, the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"), the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") and EHT. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2016.
( 7 )Represents warrants owned by EHT.
( 8 )On June 8, 2015, the issuer issued a warrant to purchase 1,667,000 shares of common stock to Harris Clay, the reporting person's father. The warrant is exercisable from December 8, 2015 through June 8, 2020. In connection with Harris Clay's death, the warrant to purchase 1,667,000 shares of common stock was transferred to EHT on January 5, 2017.
( 9 )The warrant was issued in connection with the Amended and Restated Term Loan Agreement (the "Original Loan Agreement"), dated June 8, 2015, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust, EHT and Harris Clay. The Original Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2015.

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.