CUSIP NO. 38115J100
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSON
Landon T. Clay
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
30,777 shares of Common Stock
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8
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SHARED VOTING POWER
22,861,363 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
30,777 shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
22,861,363 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
22,894,491 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
(See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 38115J100
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSON
Thomas M. Clay
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,169,223 shares of Common Stock
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8
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SHARED VOTING POWER
17,864,269 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
1,169,223 shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
17,864,269 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
19,033,492 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
(See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9 %
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 38115J100
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Page 4 of 8 Pages
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(a)
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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.
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(b)
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Each of the Reporting Persons’ business address is East Hill Management Company, LLC, 10 Memorial Boulevard, Suite 902, Providence, RI 02903.
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(c)
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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.
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(d)
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None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding.
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(e)
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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.
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(f)
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Each of the Reporting Persons is a citizen of the United States of America.
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CUSIP NO. 38115J100
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Page 5 of 8 Pages
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CUSIP NO. 38115J100
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Page 6 of 8 Pages
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(a)
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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.
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CUSIP NO. 38115J100
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Page 7 of 8 Pages
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(b)
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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.
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(c)
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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.
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(d)
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Inapplicable.
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Exhibit 1
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Joint filing agreement, dated as of February 12, 2010, by and between Landon T. Clay and Thomas M. Clay.*
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CUSIP NO. 38115J100
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Page 8 of 8 Pages
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October 14, 2011
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LANDON T. CLAY
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By:
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/s/ Landon T. Clay
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Landon T. Clay
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October 14, 2011
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THOMAS M. CLAY
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By:
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/s/ Thomas M. Clay
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Thomas M. Clay
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