SEC Form 4 · accession 0001454170-16-000008
GOLDEN QUEEN MINING CO LTD · GQM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Moragne Clay
Officer — CEO · Director
Period of report
Nov 30, 2016
Accepted (ET)
Dec 2, 2016 · 1:50 pm 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 | — | — | — | 1,806,400 | D | ||
| Common StockF1 | holding | — | — | — | 17,047,739 | I | By trust | |
| Common StockF2 | holding | — | — | — | 1,344,269 | I | By trust | |
| Common StockF3 | holding | — | — | — | 807,250 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF4 | $0.66 | Nov 30, 2016 | A | 100,000 | A | — | Nov 30, 2021 | Common Shares | 100,000 | 100,000 | D |
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") for the benefit of the reporting person's father. The reporting person's father is the donor of the assets to the 2016-2 GRAT, and 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.
- F2Represents 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 and is the donor of the assets to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock except to the extent of his proportionate pecuniary interest therein.
- F3Represents 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 father is the donor of the portion of Arctic Coast held by the CF 2009 Trust. The reporting person is a director of Arctic Coast.
- F4The stock options were issued on November 30, 2016 by the issuer's board of directors. The stock options will vest in equal one-third installments on the first, second and third anniversaries of the date of grant, with regular acceleration provisions upon a change of control. The stock options will expire on November 30, 2021.