0000906344-11-000117.txt : 20110429 0000906344-11-000117.hdr.sgml : 20110429 20110429172535 ACCESSION NUMBER: 0000906344-11-000117 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110428 FILED AS OF DATE: 20110429 DATE AS OF CHANGE: 20110429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON JAMES MICHAEL CENTRAL INDEX KEY: 0001327721 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31819 FILM NUMBER: 11796310 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLEIN BRIAN KATZ CENTRAL INDEX KEY: 0001327722 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31819 FILM NUMBER: 11796309 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31819 FILM NUMBER: 11796311 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-04-28 0001072725 GOLD RESERVE INC GRZ 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327722 KLEIN BRIAN KATZ 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) Class A Common Stock 2011-04-28 4 S 0 1000000 1.69 D 11707979 I See footnotes The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. The issuer's securities reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). Steelhead is the investment manager of Steelhead Navigator. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by Steelhead Navigator insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report Steelhead Navigator's holdings, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or Steelhead Navigator form a group within the meaning of Rule 16a-1(a)(1). Consistent with the position taken by the issuer in its Schedule 14A filed with the Securities and Exchange Commission on April 29, 2011, 4,024,005 shares of the issuer's Class A common stock (the "Convertible Note Shares") that may be issued to Steelhead Navigator upon the conversion of certain convertible notes held by Steelhead Navigator (the "Convertible Notes") are not included in this Form 4 because the receipt of such Convertible Note Shares is contingent upon the issuer's determination, in its sole discretion, to deliver the Convertible Note Shares instead of cash upon conversion of the Convertible Notes. Steelhead Partners, LLC; By: J. Michael Johnston, its Managing Member; /s/ J. Michael Johnston 2011-04-29 James Michael Johnston; /s/ J. Michael Johnston 2011-04-29 Brian Katz Klein; /s/ Brian K. Klein 2011-04-29