SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CLAY LANDON T

(Last)

(First)

(Middle)

C/O EAST HILL MANAGEMENT CO

10 MEMORIAL BLVD, SUITE 902

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [ GQM ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/15/2009		P4	1,200,000	A	$0.65⁽¹⁾	17,047,019	D
Common Stock							30,777	I	By corporation⁽²⁾
Common Stock							807,250	I	By corporation⁽³⁾
Common Stock							2,351	I	By spouse⁽⁴⁾
Common Stock							3,462,906	I	By sons⁽⁵⁾
Common Stock							4,797,094	I	By trusts⁽⁷⁾

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)	4. Transaction Code (Instr. 8)	(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)
Stock Options	$0.26⁽¹⁾						01/28/2009	01/28/2014	Common Stock	300,000		300,000	I	By son⁽⁶⁾

Explanation of Responses:

1. Price is in Canadian dollars.

2. Includes 26,114 shares held by LTC Corp. and 4,663 shares held by LTC Pension and Profit Sharing Plan.

3. Represents shares held by Arctic Coast Petroleums Ltd. ("Arctic Coast"). The reporting person owned 50% of the shares of Arctic Coast and transferred his interest in Arctic Coast on October 22, 2009 to the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, the trustees of which are Thomas M. Clay and Harris Clay. The reporting person disclaims beneficial ownership of the shares held by Arctic Coast.

4. Represents shares held by reporting person's spouse, Lavinia D. Clay. The reporting person disclaims beneficial ownership of the shares held by his spouse.

5. Represents shares held by reporting person's four sons including 868,522 shares held by Thomas M. Clay, 868,524 shares held by Richard T. Clay, 862,930 shares held by Landon H. Clay, and 862,930 shares held by Cassius M.C. Clay. The reporting person disclaims beneficial ownership of the shares held by his sons.

6. Represents a Stock Option granted to reporting person's son, Thomas M. Clay, on January 28, 2009. Thomas M. Clay is a director of the issuer. The reporting person disclaims beneficial ownership of the derivative securities held by his son.

7. Represents shares held by various charitable annuity lead trusts of which reporting person is the donor (the "Trusts"). Harris Clay is the trustee of the Trusts and each of the reporting person's sons' has a remainder beneficial interest in the Trusts. The reporting person provides investment advisory services to the Trusts. The reporting person disclaims beneficial ownership of the shares held by the Trusts.

	Landon T. Clay	02/12/2010
	** 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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