SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thompson Christopher M.T.

(Last)

(First)

(Middle)

10901 W TOLLER DR

SUITE 300

(Street)

LITTLETON

80127

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN STAR RESOURCES LTD [ GSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Share Option (Right to Buy)	$2.02⁽¹⁾	12/31/2012		D⁽²⁾			200,000	02/13/2012	⁽²⁾	Common Shares	200,000	$0	400,000	D
Share Appreciation Right (SAR)	$1.98⁽³⁾	12/31/2012		D⁽⁴⁾			100,000	02/13/2015	⁽⁴⁾	Common Shares	100,000	$0	100,000	D

Explanation of Responses:

1. Options are priced in CDN$ at CDN$2.02; this amount is the US$ equivalent (CDN$1.00= US$0.9982).

2. Mr. Thompson surrendered to the Corporation 200,000 of the stock options previously granted to him when he stepped down as Chairman of the Board. Mr. Thompson remains a director of the Corporation. While reporting of the surrender of a long derivative position for no value is not required under Section 16 of the Securities Act of 1934, as amended, recognizing that the Corporation is organized under the laws of Canada and that in compliance with Canadian Securities law insider reports must be filed to report all changes to insider holdings, this report is filed for consistency.

3. SARs are priced in US$.

4. Mr. Thompson surrendered to the Corporation 100,000 of the Share Appreciation Rights (SARs) previously granted to him when he stepped down as Chairman of the Board. Mr. Thompson remains a director of the Corporation. While reporting of the surrender of a long derivative position for no value is not required under Section 16 of the Securities Act of 1934, as amended, recognizing that the Company is organized under the laws of Canada and that in compliance with Canadian Securities law insider reports must be filed to report all changes to insider holdings, this report is filed for consistency.

	Roger Palmer Pusuant to Power of Attorney for Christopher M. T. Thompson	01/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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