SEC Form 4 · accession 0001454170-17-000001
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
Jan 24, 2017
Accepted (ET)
Jan 26, 2017 · 1:30 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 StockF2,F3 | Jan 24, 2017 | J | 6,884,444 | $0.7915 | D | 10,163,295 | I | By grantor retained annuity trust |
| Common Stock | holding | — | — | — | 1,806,400 | D | ||
| Common StockF4 | holding | — | — | — | 1,344,269 | I | By trust | |
| Common StockF5 | holding | — | — | — | 807,250 | I | By trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 24, 2017, 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 6,884,444 shares of common stock of Golden Queen Mining Co. Ltd. (the "Issuer") from the 2016-2 GRAT to Landon T. Clay in satisfaction of the annuity payment required by the terms of the 2016-2 GRAT. Landon T. Clay is the reporting person's father. The reporting person disclaims beneficial ownership of the shares held by the 2016-2 GRAT.
- F2The price in Column 4 has been 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 converted to U.S. dollars at the prevailing conversion rate on the date that was one day prior to the date of the transaction
- F3Represents shares owned by 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.
- F4Represents 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.
- F5Represents 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.