0001144204-11-057837.txt : 20111014 0001144204-11-057837.hdr.sgml : 20111014 20111014132457 ACCESSION NUMBER: 0001144204-11-057837 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111014 DATE AS OF CHANGE: 20111014 GROUP MEMBERS: THOMAS M. CLAY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAY LANDON T CENTRAL INDEX KEY: 0001008274 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O EAST HILL MANAGEMENT CO., LLC STREET 2: 10 MEMORIAL BLVD, SUITE 902 CITY: PROVIDENCE STATE: RI ZIP: 02903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN QUEEN MINING CO LTD CENTRAL INDEX KEY: 0001025362 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60713 FILM NUMBER: 111141408 BUSINESS ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: 6411 IMPERIAL AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7W 2J5 BUSINESS PHONE: 604-921-7570 MAIL ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: 6411 IMPERIAL AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7W 2J5 SC 13D/A 1 v237280_sc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 6)*

Golden Queen Mining Co. Ltd.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

38115J100
(CUSIP Number)

Landon T. Clay
Thomas M. Clay
c/o East Hill Management Company, LLC
10 Memorial Boulevard, Suite 902
Providence, RI  02903
(401) 490-0700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 2 of 8 Pages
 
 
1
 
NAMES OF REPORTING PERSON
 
Landon T. Clay
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                  N/A
     (a)  o
 
     (b) o
 
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS (See Instructions)
 
PF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
30,777 shares of Common Stock
 
 
8
 
SHARED VOTING POWER
 
22,861,363  shares of Common Stock
 
 
9
 
SOLE DISPOSITIVE POWER
30,777 shares of Common Stock
 
 
10
 
SHARED DISPOSITIVE POWER
22,861,363 shares of Common Stock
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
22,894,491 shares of Common Stock
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
(See Instructions)
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.9%
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 

 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 3 of 8 Pages
 
 
1
 
NAMES OF REPORTING PERSON
 
Thomas M. Clay
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                  N/A
     (a)   o
 
     (b)  o
 
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS (See Instructions)
 
PF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
1,169,223 shares of Common Stock
 
 
8
 
SHARED VOTING POWER
 
17,864,269 shares of Common Stock
 
 
9
 
SOLE DISPOSITIVE POWER
1,169,223 shares of Common Stock
 
 
10
 
SHARED DISPOSITIVE POWER
 
17,864,269 shares of Common Stock
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
19,033,492 shares of Common Stock
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
(See Instructions)
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9 %
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 4 of 8 Pages
 
This Amendment No. 6 to Schedule 13D (the “Amendment”) is being filed by the undersigned to amend and restate the disclosures contained in Schedule 13D originally filed on June 2, 2006 by Landon T. Clay, as amended by a Schedule 13D/A filed on February 2, 2010 by Landon T. Clay and Thomas M. Clay, as amended by a Schedule 13D/A filed on April 16, 2010, as amended by a Schedule 13D/A filed on June 16, 2010, as amended by a Schedule 13D/A filed on February 10, 2011 and as amended by a Schedule 13D/A filed on April 12, 2011.  This Amendment is being filed to update the beneficial holdings of each of Messrs. Clay resulting primarily from the transfer of shares to the Landon T. Clay 2011-2 Annuity Trust u/a dated October 12, 2011.  No purchases or sales of securities of the Company were made directly by Messrs. Clay.  Landon T. Clay and Thomas M. Clay are hereinafter referred to as the “Reporting Persons”.

ITEM 1. SECURITY AND ISSUER.

This Amendment relates to the Common Stock (the “Common Stock”) of Golden Queen Mining Co. Ltd., a corporation organized under the laws of British Columbia, Canada.  The principal executive office of the Company is 6411 Imperial Ave., West Vancouver, BC V7W 2J5.
 
ITEM 2. IDENTIFY AND BACKGROUND.

 
(a)
This statement is being filed by the Landon T. Clay and Thomas M. Clay as Reporting Persons.  Thomas M. Clay is a member of the Board of Directors of Golden Queen.

 
(b)
Each of the Reporting Persons’ business address is East Hill Management Company, LLC, 10 Memorial Boulevard, Suite 902, Providence, RI  02903.

 
(c)
Landon T. Clay is the Managing Member and Thomas M. Clay is Vice-President of East Hill Management Company, LLC.  The address of East Hill Management Company, LLC is 10 Memorial Boulevard, Suite 902, Providence, RI  02930.

 
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding.

 
(e)
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(f)
Each of the Reporting Persons is a citizen of the United States of America.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 5 of 8 Pages
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Persons acquired the shares of Common Stock by purchase through their personal assets.

On July 14, 2009, Landon T. Clay purchased an aggregate of 1,200,000 shares of Common Stock of Golden Queen pursuant to a private placement of shares for a total purchase price of $780,000 CAD.

On January 28, 2009, Thomas M. Clay was granted options to purchase an aggregate of 300,000 shares of Common Stock of Golden Queen at an exercise price of $0.26 CAD per share (the “Options”).  Such Options are exercisable at any time and expire on January 28, 2014.  As of the date of hereof, Thomas M. Clay has not exercised any of the Options.

Landon T. Clay owned 50% of the outstanding shares of Arctic Coast Petroleums, Ltd., a corporation organized under the laws of Alberta, Canada (“Arctic Coast”).  Arctic Coast owns an aggregate of 807,250 shares of Common Stock of Golden Queen.  On October 22, 2009, Landon T. Clay transferred his ownership in Arctic Coast to the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 (the “Irrevocable Trust”).  Thomas M. Clay and Harris Clay, are the trustees of the Irrevocable Trust.  The transfer was made as a gift to the Irrevocable Trust without payment or receipt of any consideration by Landon T. Clay or the Irrevocable Trust.  Thomas M. Clay is a director of Arctic Coast.

On February 2, 2010, Landon T. Clay transferred an aggregate of 11,361,245 shares of Common Stock of Golden Queen into the Landon T. Clay 2010-1 Annuity Trust u/a dated February 2, 2010 (the “2010-1 GRAT”).  Thomas M. Clay is the sole trustee under the 2010-1 GRAT.  The transfer was made as a gift to the 2010-1 GRAT without payment or receipt of any consideration by Landon T. Clay or the 2010-1 GRAT.

On April 9, 2010, Landon T. Clay transferred an aggregate of 4,990,474 shares of Common Stock of Golden Queen into the Landon T. Clay 2010-2 Annuity Trust u/a dated April 9, 2010 (the “2010-2 GRAT”).  Thomas M. Clay is the sole trustee under the 2010-2 GRAT.  The transfer was made as a gift to the 2010-2 GRAT without payment or receipt of any consideration by Landon T. Clay or the 2010-2 GRAT.

On February 3, 2011, Thomas M. Clay, as Trustee of the 2010-1 GRAT authorized the transfer of 1,999,389 shares of Golden Queen from the 2010-1 GRAT to Landon T. Clay as satisfaction of the annuity amount authorized by the 2010-1 GRAT.

On April 7, 2011, Winter Place Associates, a general partnership, of which each of Messrs. has a partnership interest, purchased an aggregate of 10,000 shares of Golden Queen.  Each of Messrs. Clay disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 6 of 8 Pages
  
On April 11, 2011, Thomas M. Clay, as Trustee of the 2010-2 GRAT authorized the transfer of 829,579 shares of Golden Queen from the 2010-2 GRAT to Landon T. Clay as satisfaction of the annuity amount authorized by the 2010-2 GRAT.

On October 12, 2001, Landon T. Clay transferred an aggregate of 3,524,268 shares of Common Stock of Golden Queen into the Landon T. Clay 2011-2 Annuity Trust u/a dated October 12, 2011 (the “2011-2 GRAT”).  Thomas M. Clay is the sole trustee under the 2011-2 GRAT.  The transfer was made as a gift to the 2011-2 GRAT without payment or receipt of any consideration by Landon T. Clay or the 2011-2 GRAT.

ITEM 4.  PURPOSE OF THIS TRANSACTION.

All of the shares of Golden Queen common stock beneficially owned by Landon T. Clay and Thomas M. Clay and reported in this Amendment were acquired for investment purposes.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 
(a)
Pursuant to information provided by the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 19, 2011, 95,478,383 shares of Golden Queen’s Common Stock were outstanding as at August 12, 2011.  Landon T. Clay is the father of Thomas M. Clay and they share the same principal residence.  Landon T. Clay may be deemed to beneficially own an aggregate of 22,894,491 shares of Golden Queen Common Stock which constitutes 23.9% of such class of securities.  This total includes (i)  26,114 shares of Common Stock held by LTC Corp., (ii) 4,663 shares of Common Stock held by LTC Corp. Pension and Profit Sharing Plan, (iii) 9,361,856 shares held by the 2010-1 GRAT, (v) 4,160,895 shares held by the 2010-2 GRAT, (vi) 807,250 shares held by Arctic Coast, (vii) 2,351 shares of Common Stock held by Landon T. Clay’s spouse, Lavinia D. Clay, (viii) 10,000 shares of Common Stock held by Winter Place Associates, and (ix) an aggregate of 4,997,094 shares of Common Stock held by various charitable annuity lead trusts of which Landon T. Clay is the donor (collectively, the “Charitable Annuity Lead Trusts”).  Harris Clay, Landon T. Clay’s brother, is the trustee of each of the Charitable Annuity Lead Trusts and each of Landon Clay’s four sons, including Thomas M. Clay, have a remainder beneficial interest in the Charitable Annuity Lead Trusts.  East Hill Management Company, LLC, of which Landon T. Clay is a principal, provides investment advisory services to the Charitable Annuity Lead Trusts.  Landon T. Clay disclaims beneficial ownership of the shares of Golden Queen Common Stock held by his spouse, Lavinia D. Clay, the shares held by Arctic Coast, and the shares held by the Charitable Annuity Lead Trusts.  Landon T. Clay also disclaims beneficial ownership of the shares held by Winter Place Associates except to the extent of his proportionate pecuniary interest therein.  Thomas M. Clay may be deemed to beneficially own an aggregate of 19,033,492 shares of Golden Queen Common Stock which constitutes 19.9% of such class of securities.  This total includes (i) 869,223 shares of Common Stock held directly by Thomas. M. Clay, (ii) the Options to purchase 300,000 shares of Golden Queen Common Stock as described above, (iii) 9,361,856 shares held by the 2010-1 GRAT, (iv) 4,160,895 shares held by the 2010-2 GRAT, (v) 3,524,268 held by the 2011-2 GRAT, (vi) 807,250 shares held by Arctic Coast and (vii) 10,000 shares held by Winter Place Associates.  Thomas M. Clay disclaims beneficial ownership of the shares of Golden Queen Common Stock held by Winter Place Associates except to the extent of his proportionate pecuniary interest therein.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 7 of 8 Pages
 
 
(b)
Landon T. Clay has sole voting and dispositive power of 30,777 shares of Golden Queen Common Stock.  Thomas M. Clay has sole voting and dispositive power of 1,169,223 shares of Golden Queen Common Stock.  Landon T. Clay may be deemed to share voting and dispositive power over 22,861,363 shares of Golden Queen Common Stock which consists of (i) 9,361,856 shares held by the 2010-1 GRAT, (ii) 4,160,895 shares held by the 2010-2 GRAT, (iii) 3,524,268 shares held by the 2011-2 GRAT, (iv) 807,250 shares held by Arctic Coast, (v) 4,997,094 shares held by the Charitable Annuity Lead Trusts and (vi) 10,000 shares held by Winter Place Associates.  Thomas M. Clay may be deemed to share voting and dispositive power over 17,864,269 shares of Golden Queen Common Stock which consists of (i) 9,361,856 shares held by the 2010-1 GRAT, (ii) 4,160,895 shares held by the 2010-2 GRAT, (iii) 3,524,268 shares held by the 2011-2 GRAT, (iv) 807,250 shares held by Arctic Coast and (v) 10,000 shares held by Winter Place Associates.

 
(c)
Other than the transactions disclosed in Item 3 above, to the knowledge of the Reporting Persons, no transaction in the class of securities reported have been effected during the past 60 days by any person.

 
(d)
Inapplicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Thomas M. Clay’s Options are subject to the Company’s 2008 Stock Option Plan and an option agreement issued thereunder.

There are no other contracts, arrangements, understandings or relationships with respect to the securities of the Company by and between the Company and the Reporting Persons.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 
Exhibit 1
Joint filing agreement, dated as of February 12, 2010, by and between Landon T. Clay and Thomas M. Clay.*
 
*Included as an exhibit to the Schedule 13D/A filed on February 2, 2010.

 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 38115J100
  
Page 8 of 8 Pages
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 14, 2011
LANDON T. CLAY
     
 
By:
/s/ Landon T. Clay
   
Landon T. Clay
     
October 14, 2011
  
THOMAS M. CLAY
     
 
By:
/s/ Thomas M. Clay
   
Thomas M. Clay