SEC Form 4 · accession 0001690879-18-000001
GOLDEN QUEEN MINING CO LTD · GQM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Charles James
10% Owner
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 9:28 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 StockF1,F2,F3,F4 | Feb 22, 2018 | X | 5,687,486 | $0.1325 | A | 7,031,755 | I | By trust |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription RightsF1,F2,F4 | $0.1325 | Feb 22, 2018 | X | 1,344,269 | D | Jan 11, 2018 | Feb 20, 2018 | Common Stock | 2,285,257 | 0 | 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 shares, 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 shares. Record Date Shareholders received one Right for each outstanding common share held on the record date. The Rights entitled their holders to purchase 1.7 new common shares for every Right held. The subscription price per common share was $0.1325 (the "basic subscription privilege"). (see footnote 2)
- 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 common share, additional common 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, the common shares 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 common shares of the Issuer each of those Rights holders owned on the record date.
- F3Represents 2,285,257 common shares of the Issuer acquired upon the exercise of the basic subscription privilege and 3,402,229 common shares of the Issuer acquired upon the exercise of the oversubscription privilege. Following the conclusion of the Rights Offering, the reporting person is no longer a 10% holder of the issuer's common shares. As such, this Form 4 filing constitutes an exit filing for Mr. Brian C. James.
- F4Represents common shares of the Issuer held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person is a trustee of Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock.
- F5Represents common shares of the Issuer held 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 "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the common shares held by Arctic Coast.