SEC Form 4 · accession 0001008274-16-000007
GOLDEN QUEEN MINING CO LTD · GQM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Landon T Clay
10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 10:19 am EST
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 | holding | — | — | — | 4,663 | D | ||
| Common StockF1 | holding | — | — | — | 17,047,739 | I | By grantor retained annuity trust | |
| Common StockF2 | holding | — | — | — | 1,344,269 | I | By trust | |
| Common StockF3 | holding | — | — | — | 807,250 | I | By trust | |
| Common StockF4 | holding | — | — | — | 26,114 | I | By corporation | |
| Common StockF5 | holding | — | — | — | 2,351 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF7,F6 | $0.85 | Nov 21, 2016 | J | 4,773,600 | A | Nov 21, 2016 | Nov 21, 2021 | Common Shares | 4,773,600 | 4,773,600 | I |
| WarrantF7,F8 | $0.85 | Nov 21, 2016 | J | 1,226,400 | A | Nov 21, 2016 | Nov 21, 2021 | Common Shares | 1,226,400 | 1,226,400 | I |
Explanation of responses
- F1Represents shares owned by the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"). The reporting person is the donor of the assets in the 2016-2 GRAT and the reporting person's son, Thomas M. Clay, is the sole trustee under the 2016-2 GRAT.
- F2Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person is the donor of the assets to Monadnock. Brian James is the trustee of Monadnock and each of the reporting person's sons has a beneficial interest in Monadnock. The reporting person provides investment advisory services to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock.
- F3Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The reporting person owned 50% of Arctic Coast and transferred his interest in Arctic Coast on October 22, 2009 to the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") which owns 50% of Arctic Coast. The reporting person disclaims beneficial ownership of the shares held by Arctic Coast.
- F4Represents shares owned by LTC Corporation, which is wholly owned by the reporting person.
- F5Represents shares owned by the reporting person's spouse, Lavinia D. Clay. The reporting person disclaims beneficial ownership of the shares held by his spouse.
- F6On November 21, 2016, the issuer issued a warrant to purchase 4,773,600 shares of common stock to the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"). The reporting person is the donor of the LTC 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the LTC 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021.
- F7The 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 LTC 2009 Trust, the CF 2009 Trust and EHT, LLC. 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.
- F8On November 21, 2016, the issuer issued a warrant to purchase 1,226,400 shares of common stock to the CF 2009 Trust. The reporting person is the donor of the CF 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the CF 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021.