-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Anr6cRzmSAk7WcPIx31DFOewEV7uZg6GMcmKcQKMLu8MoLB6QzD0KJ7cF4dnbTCh U5rJuO2jFN3ZiPx9jPLp7g== 0000906344-07-000096.txt : 20070208 0000906344-07-000096.hdr.sgml : 20070208 20070207190646 ACCESSION NUMBER: 0000906344-07-000096 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD RESERVE INC CENTRAL INDEX KEY: 0001072725 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 810266636 STATE OF INCORPORATION: B0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78278 FILM NUMBER: 07589521 BUSINESS ADDRESS: STREET 1: 926 W SPRAGUE AVENUE STREET 2: SUITE 200 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5096231500 MAIL ADDRESS: STREET 1: 926 W SPRAGUE AVENUE STREET 2: SUITE 200 CITY: SPOKANE STATE: WA ZIP: 99201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 IRS NUMBER: 911740598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: STE 4600 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: STE 4600 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13G 1 gold13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___________)* Gold Reserve, Inc. ------------------ (Name of Issuer) Class A Common Stock ------------------------------ (Title of Class of Securities) 38068N108 -------------- (CUSIP Number) December 31, 2006 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP 38068N108 SCHEDULE 13G Page 2 of 9 1. Names of Reporting Persons. STEELHEAD PARTNERS, LLC I.R.S. Identification Nos. of above persons (entities only). 91-1740598 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 2,101,721 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 2,101,721 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 5.9% 12. Type of Reporting Person (See Instructions) IA CUSIP 38068N108 SCHEDULE 13G Page 3 of 9 1. Names of Reporting Persons. JAMES MICHAEL JOHNSTON I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 2,101,721 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 2,101,721 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 5.9% 12. Type of Reporting Person (See Instructions) IN/HC CUSIP 38068N108 SCHEDULE 13G Page 4 of 9 1. Names of Reporting Persons. BRIAN KATZ KLEIN I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 2,101,721 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 2,101,721 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 5.9% 12. Type of Reporting Person (See Instructions) IN/HC CUSIP 38068N108 SCHEDULE 13G Page 5 of 9 Item 1. (a) Name of Issuer: Gold Reserve Inc. (b) Address of Issuer's 926 West Sprague Ave., Suite 300 Principal Executive Office: Spokane, WA 99201 Item 2. (a) Name of Person Filing: Steelhead Partners, LLC ("Steelhead") James Michael Johnston Brian Katz Klein (b) Address of Principal Business The business address of each Office or, if none, Residence: reporting person is 1301 First Avenue, Suite 201, Seattle, WA 98101. (c) Citizenship: Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. (d) Title of Class of Securities: Class A Common Stock (e) CUSIP Number: 38068N108 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [X] (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); [X] (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); CUSIP 38068N108 SCHEDULE 13G Page 6 of 9 [ ] (j) Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnston or Mr. Klein is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates (the "Securities"), and Steelhead, Mr. Johnston and Mr. Klein disclaim beneficial ownership as to the Securities, except to the extent of their respective pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages 2, 3 and 4 was derived from the Issuer's Form F-10 Registration Statement Under the Securities Act of 1933 filed with the Securities and Exchange Commission on May 8, 2006, in which the Issuer stated that the number of shares of its Class A Common Shares outstanding as of May 5, 2006 was 35,373,718. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Steelhead is filing this Schedule because, as investment manager for certain accounts in which the Securities are held, Steelhead has been granted the authority to dispose of and vote those Securities. Each entity that owns an account has the right to receive or the power to direct the receipt of, dividend from, or the proceeds from the sale of, the Securities held in the account. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. CUSIP 38068N108 SCHEDULE 13G Page 7 of 9 Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 7, 2007 STEELHEAD PARTNERS, LLC By: /s/ James Michael Johnston ---------------------------------------- James Michael Johnston Its Member-Manager JAMES MICHAEL JOHNSTON /s/ James Michael Johnston ------------------------------------------- James Michael Johnston BRIAN KATZ KLEIN /s/ Brian Katz Klein ------------------------------------------- Brian Katz Klein EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 CUSIP 38068N108 SCHEDULE 13G Page 9 of 9 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below- named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 7, 2007 STEELHEAD PARTNERS, LLC By: /s/ James Michael Johnston ----------------------------------------- James Michael Johnston Its Member Manager JAMES MICHAEL JOHNSTON /s/ James Michael Johnston -------------------------------------------- James Michael Johnston BRIAN KATZ KLEIN /s/ Brian Katz Klein -------------------------------------------- Brian Katz Klein -----END PRIVACY-ENHANCED MESSAGE-----