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 Thomas Moragne

(Last)

(First)

(Middle)

188 OLD STREET ROAD

(Street)

PETERBOROUGH

03458

(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)

X	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	D	$0	9,361,856	I	By grantor annuity trust⁽⁵⁾
Common Stock	04/07/2011		P		10,000	A	$3.09⁽²⁾	10,000⁽³⁾	I	By general partnership⁽³⁾
Common Stock	04/11/2011		G⁽⁴⁾	V	829,579	D	$0	4,160,895	I	By grantor retained annuity trust⁽⁶⁾
Common Stock	10/12/2011		G⁽⁷⁾	V	3,524,968	A	$0	3,524,968	I	By grantor retained annuity trust⁽⁷⁾
Common Stock								869,223⁽⁹⁾	D
Common Stock								2,351	I	By mother⁽⁸⁾
Common Stock								2,596,480	I	By siblings⁽⁸⁾
Common Stock								4,979,094	I	By trusts⁽¹⁰⁾
Common Stock								807,250	I	By corporation⁽¹¹⁾
Common Stock								30,777	I	By corporation⁽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 reporting person, as trustee of the Landon T. Clay 2010-1 Annuity Trust (the "2010-1 GRAT") authorized the transfer of 1,999,389 shares from the 2010-1 GRAT to Landon T. Clay as satisfaction of the annuity payment authorized by the 2010-1 GRAT.

2. The price reported 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.

3. 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.

4. On April 11, 2011, the reporting person, as 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 Landon T. Clay as satisfaction of the annuity payment authorized by the 2010-2 GRAT.

5. Represents shares held by the 2010-1 GRAT of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownersip of the shares held by the 2010-1 GRAT.

6. Represents shares held by the 2010-2 GRAT of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of the shares held by the 2010-2 GRAT.

7. On October 12, 2011, the reporting person's father, Landon T. Clay, transferred an aggregate of 3,524,968 shares into the Landon T. Clay 2011-2 Annuity Trust u/a dated October 12, 2011 (the "2011-2 GRAT") for the benefit of the reporting person's father. The reporting person is the sole trustee of the 2011-2 GRAT. The reporting person disclaims beneficial ownership of the shares held by the 2011-2 GRAT.

8. The reporting person disclaims beneficial ownership of these shares.

9. The amount of direct holdings includes 701 shares of the issuer that were acquired by the reporting person from the distribution of shares held by the Landon T. Clay Charitable Annuity Lead Trust u/a November 30, 1983 ("LTC I Trust") which terminated on November 30, 2007. The shares acquired by the reporting person from the LTC I Trust were not previously reported due to an administrative error.

10. Represents shares held by various charitable annuity lead trusts (the "Trusts") in which the reporting person has a remainder beneficial interest. The reporting person's father, Landon T. Clay, provides investment advisory services to the Trusts. The reporting persons disclaims beneficial interest of the shares held by the Trusts except to the extent of his proportionate pecuniary interest therein.

11. Represents shares held by Arctic Coast Petroleums Ltd. ("Arctic Coast"). Reporting person is the trustee of the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 (the "Trust") which owns 50% of the shares of Arctic Coast. The reporting person is a director of Arctic Coast. The reporting person disclaims beneficial ownership of the shares of GQM held by Arctic Coast.

12. Represents shares held indirectly by the reporting person's father, Landon T. Clay. Such shares include 26,114 shares held by LTC Corp. and 4,663 shares held by LTC Corp. Pension and Profit Sharing PLan. The reporting person disclaims beneficial ownership of these shares.

	/s/ Thomas M. 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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