View:
Download DOC
Download PDF
Download XLS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 1)

Under the Securities Exchange Act of 1934

Gold Reserve Inc.
 (Name of issuer)

Common Stock
(Title of class of securities)

38068N108
 (CUSIP number)

11/4/2020
 (Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1
NAMES OF REPORTING PERSONS
 
 
Camac Fund, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware, United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
5,135,048
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
5,135,048
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,135,048
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.2%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Camac Fund II, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware, United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
4,812,548
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
4,812,548
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,812,548
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Camac Partners, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware, United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,947,596
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,947,596
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,947,596
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Camac Capital, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware, United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,947,596
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,947,596
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,947,596
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Eric Shahinian
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware, United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,947,596
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,947,596
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,947,596
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

Item 1 (a).
Name of Issuer:  Gold Reserve Inc.

Item 1 (b).
Address of Issuer’s Principal Executive Offices:
999 West Riverside Avenue, Suite 401
Spokane, Washington, 99201
United States of America

Item 2 (a).           Name of Person Filing:  This schedule 13G with respect to the Common Stock is filed by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), Camac Fund II, LP, a Delaware limited partnership (“Camac Fund II”), Camac Partners, LLC, a Delaware limited partnership (“Camac Partners”), Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”), and Eric Shahinian. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.

Camac Partners is the investment manager of Camac Fund and Camac Fund II. Camac Capital is the general partner of Camac Fund, Camac Fund II and Camac Partners. Mr. Shahinian is the managing member of Camac Capital. By virtue of these relationships, each of Camac Fund, Camac Fund II, Camac Partners, Camac Capital, and Eric Shahinian may be deemed to beneficially own the Shares (as defined below) owned by Camac Fund and Camac Fund II.

Item 2 (b).           Address of Principal Business Office or, if none, Residence: The address of the principal business office of Camac Fund, Camac Fund II, Camac Partners, Camac Capital and Eric Shahinian is 350 Park Avenue, 13th Floor, New York, NY 10022.

Item 2 (c).            Citizenship:Camac Fund, Camac Fund II, Camac Partners, and Camac Capital were organized, associated or formed under the laws of the State of Delaware.  Eric Shahinian is a citizen of the United States of America.

Item 2 (d).
Title of Class of Securities:  Common Stock

Item 2 (e).
CUSIP No:  38068N108

Item 3.
If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:


a.
☐ Broker or dealer registered under Section 15 of the Act;

b.
☐ Bank as defined in Section 3(a)(6) of the Act;

c.
☐ Insurance company as defined in Section 3(a)(19) of the Act;

d.
☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

e.
☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

f.
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

g.
☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);


h.
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

i.
☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

j.
☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

k.
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership

On November 4, 2020, Camac Fund directly held 5,135,048 shares of the Common Stock of the Company. Camac Fund II also directly held 4,812,548 shares of the Common Stock of the Company.

The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 99,395,048 shares of Common Stock issued and outstanding as of June 30, 2020, as reported in Gold Reserve Inc.’s Form 6-K filed on August 17, 2020 for the period. All shares of Gold Reserve Inc. are held directly by Camac Fund and Camac Fund II, and deemed beneficially owned by Mr. Shahinian. Mr. Shahinian disclaims beneficial ownership of the shares held directly by Camac Fund and Camac Fund II.

Camac Fund


 (a)
Amount Beneficially Owned:  5,135,048 shares


(b)
Percent of Class: 5.2%


(c)
Number of Shares as to which Such Person has:


(i)
sole power to vote or to direct the vote 0 shares


(ii)
shared power to vote or to direct the vote 5,135,048 shares


(iii)
sole power to dispose or to direct the disposition of 0 shares


(iv)
shared power to dispose or to direct the disposition of 5,135,048 shares

Camac Fund II


 (a)
Amount Beneficially Owned:  4,812,548 shares


(b)
Percent of Class: 4.8%


(c)
Number of Shares as to which Such Person has:


(i)
sole power to vote or to direct the vote 0 shares


(ii)
shared power to vote or to direct the vote 4,812,548 shares


(iii)
sole power to dispose or to direct the disposition of 0 shares


(iv)
shared power to dispose or to direct the disposition of 4,812,548 shares

Camac Partners


 (a)
Amount Beneficially Owned:  9,947,596 shares


(b)
Percent of Class: 10.0%


(c)
Number of Shares as to which Such Person has:


(i)
sole power to vote or to direct the vote 0 shares


(ii)
shared power to vote or to direct the vote 9,947,596 shares


(iii)
sole power to dispose or to direct the disposition of 0 shares


(iv)
shared power to dispose or to direct the disposition of 9,947,596 shares

Camac Capital


 (a)
Amount Beneficially Owned:  9,947,596 shares


(b)
Percent of Class: 10.0%


(c)
Number of Shares as to which Such Person has:


(i)
sole power to vote or to direct the vote 0 shares


(ii)
shared power to vote or to direct the vote 9,947,596 shares


(iii)
sole power to dispose or to direct the disposition of 0 shares


(iv)
shared power to dispose or to direct the disposition of 9,947,596 shares

Eric Shahinian


 (a)
Amount Beneficially Owned:  9,947,596 shares


(b)
Percent of Class: 10.0%


(c)
Number of Shares as to which Such Person has:


(i)
sole power to vote or to direct the vote 0 shares


(ii)
shared power to vote or to direct the vote 9,947,596 shares


(iii)
sole power to dispose or to direct the disposition of 0 shares


(iv)
shared power to dispose or to direct the disposition of 9,947,596 shares

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8.
Identification and Classification of Members of the Group

Not applicable.

Item 9.
Notice of Dissolution of Group

Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

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.

Date:  November 10, 2020

Camac Fund, LP
  
   
By: Camac Capital, LLC,
its general partner
  
   
By:
/s/ Eric Shahinian
  
Name: Eric Shahinian
  
Title: Managing Member of the GP
  

Camac Fund II, LP
  
   
By: Camac Capital, LLC,
its general partner
  
   
By:
/s/ Eric Shahinian
  
Name: Eric Shahinian
  
Title: Managing Member of the GP
  

Camac Partners, LLC
  
   
By: Camac Capital, LLC,
its general partner
  
   
By:
/s/ Eric Shahinian
  
Eric Shahinian
  
Managing Member of the GP
  

Camac Capital, LLC
  
   
By:
/s/ Eric Shahinian
  
Eric Shahinian
  
Managing Member
  

By:
/s/ Eric Shahinian
  
Eric Shahinian
  

EXHIBIT INDEX

Exhibit A - Joint Filing Agreement, incorporated by reference to Exhibit A on Schedule 13G filed with the Securities and Exchange Commission on March 5, 2020 by the Reporting Persons.