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)
188 OLD STREET ROAD

(Street)
PETERBOROUGH NH 03458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [ GQMNF ]
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)
11/24/2015
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)
Code V Amount (A) or (D) Price
Common Stock 11/24/2015 J 1,009,000 D $0.55 1,344,269 I By Trust(1)
Common Stock 11/24/2015 J 98,000 D $0.55 0 I By trust(2)
Common Stock 17,051,682(3) D
Common Stock 807,250 I By trust(4)
Common Stock 10,000 I By partnership(5)
Common Stock 26,114 I By corporation(6)
Common Stock 2,351 I By spouse(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The shares were transferred to satisfy a portion of the annual annuity payment required to be made by Monadnock in accordance with the terms of the Monadnock trust instrument. The reporting person is the donor of the assets to Monadnock. Brian James is the trustee of Monadnock and each of the reporting person's sons has a beneficial interest in Monadnock. The reporting person provides investment advisory services to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock
2. Represents shares owned by the Skadutakee Charitable Annuity Lead Trust II dated June 28, 1993 ("Skadutakee II"). The shares were transferred to satisfy a portion of the annual annuity payment required to be made by Skadutakee II in accordance with the terms of the Skadutakee II trust instrument. The reporting person is the donor of the assets to Skadutakee II. Brian James is the trustee of Skadutakee II and each of the reporting person's sons has a beneficial interest in Skadutakee II. The reporting person provides investment advisory services to Skadutakee II. The reporting person disclaims beneficial ownership of the shares held by Skadutakee II.
3. Includes 4,663 share that were previously held by LTC Corporation Profit Sharing Retirement Plan (the "Plan"). Following the termination of the Plan, the reporting person's beneficial ownership in these shares changed from indirect to direct ownership.
4. Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The reporting person owned 50% of Arctic Coast and transferred his interest in Arctic Coast on October 22, 2009 to the Clay Family 2009 Irrevocable Trust dated April 14, 2009 which owns 50% of Arctic Coast. The reporting person disclaims beneficial ownership of the shares held by Arctic Coast.
5. Represents shares owned by Winter Place Associates ("Winter Place"). The reporting person has a partnership interest in Winter Place. The reporting person disclaims beneficial ownership of the shares held by Winter Place except to the extent of his proportionate pecuniary interest therein
6. Represents shares owned by LTC Corporation which is wholly owned by the reporting person.
7. Represents shares owned by the reporting person's spouse, Lavinia D. Clay. The reporting person disclaims beneficial ownership of the shares held by his spouse.
/s/ Landon T. Clay 11/25/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.