SEC Form 4 · accession 0000947871-18-000363

GOLDEN QUEEN MINING CO LTD · GQM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan C. Clay

10% Owner

Period of report

Feb 22, 2018

Accepted (ET)

Apr 30, 2018 · 5:24 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001025362

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 22, 2018	X	2,601,727	$0.1325	A	3,683,413	D
Common Stock^F1,F2,F4,F6	Feb 22, 2018	X	19,597,491	$0.1325	A	26,855,821	I	By family investment vehicle
Common Stock^F1,F2,F5,F7	Feb 22, 2018	X	135,000	$0.1325	A	185,000	I	See Footnote
Common Stock^F8	holding	—	—		—	807,250	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Subscription Rights^F1,F2	$0.1325	Feb 22, 2018	X	1,081,686	D	Jan 11, 2018	Feb 20, 2018	Common Stock	1,838,866	D
Subscription Rights^F1,F2,F6	$0.1325	Feb 22, 2018	X	7,258,330	D	Jan 11, 2018	Feb 20, 2018	Common Stock	12,339,161	I
Subscription Rights^F1,F2,F7	$0.1325	Feb 22, 2018	X	50,000	D	Jan 11, 2018	Feb 20, 2018	Common Stock	85,000	I

Explanation of responses

F1In November 2017, Golden Queen Mining Co. Ltd (the "Issuer") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Issuer's common stock, as of the record date of December 1, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 188,952,761 of the Issuer's common stock. Record Date Shareholders received one Right for each share of outstanding common stock held on the record date. The Rights entitled their holders to purchase 1.7 new shares of common stock for every Right held. The subscription price per share was $0.1325 (the "basic subscription privilege").
F2The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $0.1325 per share, additional shares of the Issuer, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The Rights were exercisable until February 20, 2018 at 5:00 p.m. Toronto time. Following the conclusion of the Rights Offering, share of common stock that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privilege based on the number of shares of common stock of the Issuer each of those Rights holders owned on the record date.
F3Represents 1,838,866 shares of common stock of the Issuer acquired upon the exercise of the basic subscription privilege and 762,861 shares of common stock of the Issuer acquired upon the exercise of the oversubscription privilege.
F4Represents 12,339,161 shares of common stock of the Issuer acquired upon the exercise of the basic subscription privilege and 7,258,330 shares of common stock of the Issuer acquired upon the exercise of the oversubscription privilege.
F5Represents 85,000 shares of common stock of the Issuer acquired upon the exercise of the basic subscription privilege and 50,000 shares of common stock of the Issuer acquired upon the exercise of the oversubscription privilege.
F6Represents shares of common stock owned by EHT, LLC ("EHT"). The reporting person is the sole managing member of EHT.
F7Represents shares of common stock owned by 933 Milledge, LLC ("Milledge"). The reporting person is the sole managing member of Milledge.
F8Represents shares of common stock 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.