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^*

CLAY LANDON T

(Last)

(First)

(Middle)

C/O EAST HILL MANAGEMENT CO., LLC

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. Date of Earliest Transaction (Month/Day/Year)
02/03/2011

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)
Common Stock	02/03/2011		G⁽¹⁾	V	1,999,389	A	$0	9,361,856	I	By grantor retained annuity trust⁽²⁾
Common Stock	04/07/2011		P		10,000	A	$3.09⁽³⁾	10,000	I	By general partnership⁽⁴⁾
Common Stock	04/11/2011		G	V	829,579⁽⁵⁾	A	$0	4,160,895	I	By grantor retained annuity trust⁽⁶⁾
Common Stock	10/12/2011		G	V	3,524,968⁽⁷⁾	D	$0	0	D
Common Stock	10/12/2011		G	V	3,524,268	A	$0	3,524,268	I	By grantor retained annuity lead trust⁽⁷⁾
Common Stock								2,351	I	By spouse⁽⁸⁾
Common Stock								3,465,703	I	By sons⁽⁹⁾
Common Stock								807,250	I	By corporation⁽¹⁰⁾
Common Stock								30,777	I	By corporation⁽¹¹⁾
Common Stock								4,979,094	I	By trusts⁽¹²⁾

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)

Explanation of Responses:

1. On February 3, 2011, the trustee of the Landon T. Clay Annuity Trust (the "2010-1 GRAT") authorized the transfer of 1,999,389 shares from the 2010-1 GRAT to the reporting person as satisfaction of the annuity payment authorized by the 2010-1 GRAT.

2. Represents shares held by the 2010-1 GRAT.

3. The price in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $3.05 to $3.12 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

4. On April 7, 2011, Winter Place Associates, a general partnership, of which the reporting person has a partnership interest, purchased an aggregate of 10,000 shares of GQM. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

5. On April 11, 2011, the trustee of the Landon T. Clay 2010-2 Annuity Trust (the "2010-2 GRAT") authorized the transfer of 829,579 shares from the 2010-2 GRAT to the reporting person as satisfaction of the annuity payment authorized by the 2010-2 GRAT.

6. Represents shares held by the 2010-2 GRAT.

7. On October 12, 2011, the reporting person transferred an aggregate 3,524,968 shares of GQM to the Landon T. Clay 2011-2 Annuity Trust u/a dated October 12, 2011 (the "2011-2 GRAT") for the benefit of himself. The reporting person's son, Thomas M. Clay, is the sole trustee of the 2011-2 GRAT. Thomas M. Clay is a director of the issuer.

8. Represents shares held by the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse.

9. Represents shares held by the reporting person's four sons including 869,223 shares held by Thomas M. Clay, 869,222 held by Richard T. Clay, 863,629 shares held by Landon H. Clay and 863,629 shares held by Cassius M.C. Clay. The reporting person disclaims beneficial ownership of the shares held by his sons.

10. 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 Turst 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.

11. Represents 26,114 shares held by LTC Corp. and 4,663 shares held by LTC Corp. Pension and Profit Sharing Plan. Reporting person is the sole shareholder of LTC Corp. and the beneficiary of the LTC Corp. Pension and Profit Sharing Plan.

12. Represents shares held by various charitable annuity lead trusts of which the 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 peson provides investment advisory services to the Trusts. The reporting person disclaims beneficial ownership of the shares held by the Trusts.

	/s/ Landon T. Clay	10/18/2011
	** 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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