SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
(Amendment No. 1)*
| Gold Reserve Inc. |
| (Name of Issuer) |
| Class A Common Stock, no par value per share |
| (Title of Class of Securities) |
| 38068N108 |
|
(CUSIP Number) Brent Binge, Esq. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| July 18, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
| 1. | Names of Reporting Persons | STEELHEAD PARTNERS, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) | |||||
| (b) | |||||||
| 3. | SEC Use Only | ||||||
| 4. | Source of Funds (See Instructions) | OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||||||
| 6. | Citizenship or Place of Organization | Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
8,805,2691 | ||||||
| 7. | Sole Voting Power | ||||||
| 0 | |||||||
| 8. | Shared Voting Power | ||||||
| 8,805,2691 | |||||||
| 9. | Sole Dispositive Power | ||||||
| 0 | |||||||
| 10. | Shared Dispositive Power | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 8,805,2691 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) | ||||||
| 13. | Percent of Class Represented by Amount in Row 11 | 9.5%1 | |||||
| 14. | Type of Reporting Person (See Instructions) | IA | |||||
[1]This number does not include (i) 2,315,499 shares of the issuer’s Class A common stock (the “Convertible Note Shares”) that may be issued to Steelhead Navigator (as defined below) upon the conversion of certain convertible notes held by Steelhead Navigator 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 or (ii) a contingent value right held by Steelhead Navigator or any underlying securities that may be issuable by the issuer to Steelhead Navigator pursuant to the terms of the contingent value right.
| 1. | Names of Reporting Persons | STEELHEAD NAVIGATOR MASTER, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) | |||||
| (b) | |||||||
| 3. | SEC Use Only | ||||||
| 4. | Source of Funds (See Instructions) | WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||||||
| 6. | Citizenship or Place of Organization | Cayman Islands | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7,249,9181 | ||||||
| 7. | Sole Voting Power | ||||||
| 0 | |||||||
| 8. | Shared Voting Power | ||||||
| 7,249,9181 | |||||||
| 9. | Sole Dispositive Power | ||||||
| 0 | |||||||
| 10. | Shared Dispositive Power | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,249,9181 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) | ||||||
| 13. | Percent of Class Represented by Amount in Row 11 | 7.9%1 | |||||
| 14. | Type of Reporting Person (See Instructions) | PN | |||||
[1]This number does not include (i) 2,315,499 shares of the issuer’s Class A common stock (the “Convertible Note Shares”) that may be issued to Steelhead Navigator (as defined below) upon the conversion of certain convertible notes held by Steelhead Navigator 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 or (ii) a contingent value right held by Steelhead Navigator or any underlying securities that may be issuable by the issuer to Steelhead Navigator pursuant to the terms of the contingent value right.
| 1. | Names of Reporting Persons | JAMES MICHAEL JOHNSTON | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) (b) | |||||
| 3. | SEC Use Only | ||||||
| 4. | Source of Funds (See Instructions) | OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||||||
| 6. | Citizenship or Place of Organization | United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
|||||||
| 7. | Sole Voting Power | 0 | |||||
| 8. | Shared Voting Power | 8,805,2691 | |||||
| 9. | Sole Dispositive Power | 0 | |||||
| 10. | Shared Dispositive Power | 8,805,2691 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 8,805,2691 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) | ||||||
| 13. | Percent of Class Represented by Amount in Row 11 | 9.5%1 | |||||
| 14. | Type of Reporting Person (See Instructions) | IN/HC | |||||
[1]This number does not include (i) 2,315,499 shares of the issuer’s Class A common stock (the “Convertible Note Shares”) that may be issued to Steelhead Navigator (as defined below) upon the conversion of certain convertible notes held by Steelhead Navigator 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 or (ii) a contingent value right held by Steelhead Navigator or any underlying securities that may be issuable by the issuer to Steelhead Navigator pursuant to the terms of the contingent value right.
| 1. | Names of Reporting Persons | BRIAN KATZ KLEIN | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) (b) | |||||
| 3. | SEC Use Only | ||||||
| 4. | Source of Funds (See Instructions) | OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) | ||||||
| 6. | Citizenship or Place of Organization | United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
|||||||
| 7. | Sole Voting Power | 0 | |||||
| 8. | Shared Voting Power | 8,805,2691 | |||||
| 9. | Sole Dispositive Power | 0 | |||||
| 10. | Shared Dispositive Power | 8,805,2691 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 8,805,2691 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) | ||||||
| 13. | Percent of Class Represented by Amount in Row 11 | 9.5%1 | |||||
| 14. | Type of Reporting Person (See Instructions) | IN/HC | |||||
[1]This number does not include (i) 2,315,499 shares of the issuer’s Class A common stock (the “Convertible Note Shares”) that may be issued to Steelhead Navigator (as defined below) upon the conversion of certain convertible notes held by Steelhead Navigator 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 or (ii) a contingent value right held by Steelhead Navigator or any underlying securities that may be issuable by the issuer to Steelhead Navigator pursuant to the terms of the contingent value right.
Item 1. Security and Issuer.
This Schedule 13D (this “Schedule 13D”) relates to shares of Class A common stock, no par value per share (the “Common Stock”), of Gold Reserve Inc., a foreign private issuer (the “Issuer”). The principal executive office of the Issuer is 926 West Sprague Avenue, Suite 200, Spokane, Washington 99201.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Steelhead Partners, LLC (“Steelhead”), Steelhead Navigator Master, L.P. (“Steelhead Navigator”), James Michael Johnston and Brian Katz Klein. Steelhead, Steelhead Navigator, Mr. Johnston and Mr. Klein are referred to collectively herein as the “Reporting Persons.”
The principal business address of Steelhead, Mr. Johnston and Mr. Klein is 333 108th Avenue NE, Suite 2010, Bellevue, WA 98004. The principal business address of Steelhead Navigator is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Steelhead Navigator is an exempted limited partnership, whose investment manager is Steelhead and whose general partner is Steelhead Navigator Cayman GP, Ltd., a Cayman Islands exempted company, the sole shareholder of which is Steelhead. Steelhead is an investment adviser registered as such with the Securities and Exchange Commission (“SEC”). Mr. Johnston and Mr. Klein are Steelhead’s member-managers.
None of Steelhead, Steelhead Navigator, Mr. Johnston or Mr. Klein has during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
None of Steelhead, Steelhead Navigator, Mr. Johnston or Mr. Klein has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Steelhead is a Delaware limited liability company, Steelhead Navigator is a Cayman Islands exempted limited partnership, and Mr. Johnston and Mr. Klein are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase 3,611,893 shares of Common Stock reported on this Schedule 13D was the working capital of Steelhead Navigator or margin borrowings described below. The amount of funds used to purchase such shares of Common Stock was approximately $5,082,454. No funds or other consideration were used to acquire the remaining shares of Common Stock or other securities described herein. 3,638,025 shares were acquired by Steelhead Navigator through conversion of certain convertible notes held by Steelhead Navigator. 1,555,351 shares were acquired by another client account managed by Steelhead through an in-kind distribution from Steelhead Navigator at a cost of $5,315,853. Shares of Common Stock may be held by Steelhead Navigator in a commingled margin account, which may extend margin credit to Steelhead Navigator from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in each margin account are pledged as collateral security for the repayment of debit balances in such account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
Item 4. Purpose of Transaction.
Steelhead, on behalf of Steelhead Navigator, delivered a letter to Mr. James H. Coleman, Chairman of the Board of Directors of the Issuer on February 21, 2017, nominating the following individuals for election to the Board of Directors of the Issuer at the 2017 annual meeting of shareholders: James Michael Johnston (member-manager of Steelhead), Chris Hodgson and Joseph Mannello. The director nomination letter was submitted pursuant to Sections 136(1) and 136(4) of the Business Corporations Act (Alberta) and indicated that Steelhead intends for these three nominees to be considered as an alternative to three management nominees and to be included in the management form of proxy. Steelhead is not proposing that the size of the board be increased in order to accommodate the election of these nominees.
The reporting persons may engage in communications with one or more officers of the Issuer and/or one or more members of the Board of Directors of the Issuer, including, by not limited to, for purposes of discussing the Issuer’s operations.
Although the reporting persons have no specific plan or proposal to acquire or dispose of the securities of the Issuer, consistent with their investment purposes, the reporting persons at any time and from time to time, may acquire additional securities or dispose of any or all of their securities depending upon an ongoing evaluation of the investment in the securities, prevailing market conditions and other investment opportunities.
Except as indicated above, none of the reporting persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The reporting persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
(a) Steelhead Navigator beneficially owns 7,249,918 shares of Common Stock, and the percentage of Common Stock beneficially owned by Steelhead Navigator is 7.9%.
Steelhead, as (i) the investment manager of Steelhead Navigator and another client account that holds Issuer Common Stock, and (ii) the sole member of Steelhead Navigator’s general partner, and Mr. Johnston and Mr. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the shares owned by Steelhead Navigator and such other client account in that they may be deemed to have the power to direct the voting or disposition of the shares owned by Steelhead Navigator and held in such other client account. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnston or Mr. Klein is, for any other purpose, the beneficial owner of any such securities, and Steelhead, Mr. Johnston and Mr. Klein disclaim beneficial ownership as to such securities except to the extent of their respective pecuniary interests therein. For the purposes of this Schedule 13D, Steelhead, Mr. Johnston and Mr. Klein beneficially own 8,805,269 shares of Common Stock (which is comprised of the shares of Common Stock owned by Steelhead Navigator and the other client account managed by Steelhead), and the percentage of Common Stock beneficially owned by such reporting persons is 9.5%.
The calculation of percentage of beneficial ownership in this paragraph (a) and Item 13 of pages 2 - 5 of this Schedule 13D was derived from the Issuer’s Form 6-K filed with the SEC on July 18, 2017, in which the Issuer stated that a total of approximately 92.3 million shares of Common Stock were issued and outstanding following the conversion of certain convertible notes into shares of Common Stock.
(b) Reference is made hereby to Items 7 to 10 of pages 2 - 5 of this Schedule, which Items are incorporated herein by reference.
(c) On July 12, 2017, Steelhead Navigator provided notice to the Issuer of its intention to convert $4,420,705 in principal of the 11% senior secured convertible notes due 2018 (the “Notes”) held by Steelhead Navigator. The Issuer had the option of delivering shares of Common Stock or cash upon conversion. On July 18, 2017, the Issuer informed Steelhead that it would be delivering 1,473,568 shares of Common Stock for this conversion.
(d) Certain special purpose liquidating vehicles (“SPVs”) that are managed by Steelhead have interests (through participation rights) in the securities of the Issuer held by Steelhead Navigator (i.e., the right to receive dividends from, or the proceeds from the sale of, such securities). No such interests relate to 5% or more of a class of the securities. Interests in the SPVs are held by investors that have withdrawn from Steelhead Navigator. Except as set forth above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On December 2, 2015, the Issuer filed a 6-K with the SEC indicating that the Issuer and certain parties, including Steelhead Navigator as a holder of the Issuer’s previously modified Notes (as described below), had closed a financing and third restructuring transaction (the “Third Restructuring Transaction”) pursuant to the Note Restructuring and Note Purchase Agreement (the “Third Restructuring Agreement”). Based on the revised conversion rate set forth in the Fourth Supplemental Indenture, attached as Exhibit E to the Third Restructuring Agreement, 6,493,372 shares of Common Stock would have been issued to Steelhead Navigator upon the conversion of the Notes held by Steelhead Navigator. Pursuant to the Third Restructuring Transaction, Steelhead Navigator also received (and continues to hold) a 3.506% contingent value right entitling it to this percentage of certain net proceeds from a mining data sale or arbitration award.
On December 21, 2016, Steelhead Navigator converted $6,493,372 in principal of the Notes and received 2,164,457 shares of Common Stock in return and on July 12, 2017, Steelhead Navigator converted $4,420,705 in principal of the Notes and received 1,473,568 shares of Common Stock. In addition, on July 14, 2017, Steelhead Navigator returned for redemption an additional $1,619,542 in principal amount of Notes for a cash redemption premium. As a result, the remaining $6,946,497 in principal of Notes held by Steelhead Navigator may currently be converted in exchange for 2,315,499 shares of Common Stock (the “Convertible Note Shares”). The Convertible Note Shares are not included in this Schedule 13D 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 Notes.
Previously, as described in the Schedule 13D filed by the Reporting Persons on June 20, 2014, on June 20, 2014, the Issuer filed a 6-K with the SEC indicating that the issuer and certain parties, including Steelhead Navigator as a holder of the Notes, had closed a financing and second restructuring transaction (the “Second Restructuring Transaction”) pursuant to the Subordinated Note Restructuring and Note Purchase Agreement (the “Second Restructuring Agreement”), whereby the Notes held by Steelhead Navigator were restructured for a second time.
Previously, as described in the Schedule 13D filed by the Reporting Persons on December 14, 2012, on September 18, 2012 the Issuer filed a Schedule TO with the SEC relating to the offer to certain holders of the Notes to participate in an initial restructuring of such Notes. According to the Issuer’s Schedule TO, as amended and supplemented, holders of approximately 98.7% of the outstanding Notes (the “Large Noteholders”), including Steelhead Navigator, agreed to the terms of a restructuring transaction (the “First Restructuring Transaction” and together with the Third Restructuring Transaction and the Second Restructuring Transaction, the “Restructuring Transactions”) pursuant to the Second Amended and Restated Subordinated Note Restructuring Agreement dated September 13, 2012, among the Issuer and the Large Noteholders (the “First Restructuring Agreement”), whereby the Notes held by the Large Noteholders were first restructured.
Item 7. Material to Be Filed as Exhibits.
| No. | Exhibit |
| 1. | Agreement Regarding Joint Filing of Statement on Schedule 13D |
| 2. | Second Amended and Restated Subordinated Note Restructuring Agreement, dated September 13, 2012* |
| 3. | Subordinated Note Restructuring and Note Purchase Agreement, dated June 18, 2014** |
| 4. | Second Supplemental Indenture*** |
| 5. | Note Restructuring and Note Purchase Agreement, dated as of November 30, 2015**** |
| 6. | Fourth Supplemental Indenture***** |
______________
*Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on September 18, 2012 and incorporated by reference herein.
** Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
***Filed as Exhibit 99.2 to the Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
****Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
*****Filed as Exhibit 99.2 to the Issuer’s
Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Dated: July 19, 2017
|
STEELHEAD PARTNERS, LLC By: _/s/ Brent E. Binge_________ Brent Binge, General Counsel
|
|
STEELHEAD NAVIGATOR MASTER, L.P. By: /s/ Brent E. Binge__________ Brent Binge, General Counsel
| |
|
JAMES MICHAEL JOHNSTON /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for James Michael Johnston*
| |
|
BRIAN KATZ KLEIN /s/ Brent E. Binge______________________ Brent Binge, Attorney-In-Fact for Brian Katz Klein**
|
* Power of Attorney was previously filed with the SEC as Exhibit 2 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.
** Power of Attorney was previously filed with the SEC as Exhibit 3 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.
EXHIBITS LIST
No. 1. 2. 4. 5. 6. |
Exhibit Agreement Regarding Joint Filing of Statement on Schedule 13D. Second Amended and Restated Subordinated Note Restructuring Agreement, dated September 13, 2012.* Subordinated Note Restructuring and Note Purchase Agreement, dated June 20, 2014.** Second Supplemental Indenture*** Note Restructuring and Note Purchase Agreement, dated as of November 30, 2015**** Fourth Supplemental Indenture***** |
_________________
* Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on September 18, 2012 and incorporated by reference herein.
** Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
***Filed as Exhibit 99.2 to the Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
****Filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
***** Filed as Exhibit 99.2 to the
Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
EXHIBIT 1
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D 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.
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Dated: July 19, 2017
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STEELHEAD PARTNERS, LLC By: _/s/ Brent E. Binge___________ Brent Binge, General Counsel
|
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STEELHEAD NAVIGATOR MASTER, L.P. By: /s/ Brent E. Binge___________ Brent Binge, General Counsel
| |
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JAMES MICHAEL JOHNSTON /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for James Michael Johnston*
| |
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BRIAN KATZ KLEIN /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for Brian Katz Klein**
|
* Power of Attorney was previously filed with the SEC as Exhibit 2 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.
** Power of Attorney was previously filed with the SEC as Exhibit 3 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.