Form 4 GOLDEN QUEEN MINING CO For: Feb 22 Filed by: Estate of Landon Thomas Clay

February 26, 2018 4:18 PM EST

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 ^*

Estate of Landon Thomas Clay

(Last)

(First)

(Middle)

C/O EAST HILL MANAGEMENT COMPANY, LLC

70 MAIN STREET, SUITE 300

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018

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	02/22/2018⁽¹⁾⁽²⁾		X⁽¹⁾⁽²⁾		101,367,270 ⁽³⁾	A	$ 0.1325 ⁽¹⁾ ⁽²⁾	118,419,672	D
Common Stock	02/22/2018⁽¹⁾⁽²⁾		X⁽¹⁾⁽²⁾		221,968 ⁽⁴⁾	A	$ 0.1325 ⁽¹⁾ ⁽²⁾	248,082	I	By corporation ⁽⁵⁾

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)
Subscription Rights	$ 0.1325 ⁽¹⁾ ⁽²⁾	02/22/2018⁽¹⁾⁽²⁾		X⁽¹⁾⁽²⁾			17,052,402	01/11/2018	02/20/2018	Common Stock	28,981,155 ⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	0	D
Subscription Rights	$ 0.1325 ⁽¹⁾ ⁽²⁾	02/22/2018⁽¹⁾⁽²⁾		X⁽¹⁾⁽²⁾			26,114	01/11/2018	02/20/2018	Common Stock	44,393	⁽¹⁾ ⁽²⁾	0	I	By corporation ⁽⁵⁾

Explanation of Responses:

1. In November 2017, Golden Queen Mining Co. Ltd (the "Issuer") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Issuer's common shares, as of the record date of December 1, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 188,952,761 of the Issuer's common shares. Record Date Shareholders received one Right for each outstanding common share held on the record date. The Rights entitled their holders to purchase 1.7 new common shares for every Right held. The subscription price per common share was $0.1325 (the "basic subscription privilege"). (see footnote 2)

2. The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $0.1325 per common share, additional common shares of the Issuer, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The Rights were exercisable until February 20, 2018 at 5:00 p.m. Toronto time. Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privilege based on the number of common shares of the Issuer each of those Rights holders owned on the record date.

3. Represents 28,981,155 common shares of the Issuer acquired upon the exercise of the basic subscription privilege and 72,386,115 common shares of the Issuer acquired upon the exercise of the oversubscription privilege.

4. Represents 44,393 shares of common stock of the Issuer acquired upon the exercise of the basic subscription privilege and 177,575 common shares of the Issuer acquired upon the exercise of the oversubscription privilege.

5. Represents shares of common stock of the Issuer held by LTC Corporation ("LTC Corp"). The Reporting Person owns all of the equity interests of LTC Corp. The equity interests of LTC Corp transferred automatically to the Reporting Person following the death of Landon T. Clay in July 2017.

	/s/ Thomas M. Clay, Executor	02/26/2018
	** 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.

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Form 4 GOLDEN QUEEN MINING CO For: Feb 22 Filed by: Estate of Landon Thomas Clay

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