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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Gold Reserve, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
38068N108
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] 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).
CUSIP 38068N108 SCHEDULE 13G Page 2 of 9
1. Names of Reporting Persons. STEELHEAD PARTNERS, LLC
I.R.S. Identification Nos. of above persons (entities only). 91-1740598
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of 5. Sole Voting Power 2,101,721
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 2,101,721
Person With
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 5.9%
12. Type of Reporting Person (See Instructions) IA
CUSIP 38068N108 SCHEDULE 13G Page 3 of 9
1. Names of Reporting Persons. JAMES MICHAEL JOHNSTON
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of 5. Sole Voting Power 2,101,721
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 2,101,721
Person With
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row 5.9%
12. Type of Reporting Person (See Instructions) IN/HC
CUSIP 38068N108 SCHEDULE 13G Page 4 of 9
1. Names of Reporting Persons. BRIAN KATZ KLEIN
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of 5. Sole Voting Power 2,101,721
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 2,101,721
Person With
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,101,721
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 5.9%
12. Type of Reporting Person (See Instructions) IN/HC
CUSIP 38068N108 SCHEDULE 13G Page 5 of 9
Item 1.
(a) Name of Issuer: Gold Reserve Inc.
(b) Address of Issuer's 926 West Sprague Ave., Suite 300
Principal Executive Office: Spokane, WA 99201
Item 2.
(a) Name of Person Filing: Steelhead Partners, LLC
("Steelhead")
James Michael Johnston
Brian Katz Klein
(b) Address of Principal Business The business address of each
Office or, if none, Residence: reporting person is 1301 First
Avenue, Suite 201, Seattle, WA
98101.
(c) Citizenship: Reference is made to Item 4 of
pages 2, 3 and 4 of this
Schedule 13G (this "Schedule"),
which Items are incorporated by
reference herein.
(d) Title of Class of Securities: Class A Common Stock
(e) CUSIP Number: 38068N108
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
[ ] (a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
[ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
[ ] (c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
[ ] (d) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
[X] (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
[ ] (f) An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
[X] (g) A parent holding company or control person in accordance with
240.13d-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 (15 U.S.C. 80a-3);
CUSIP 38068N108 SCHEDULE 13G Page 6 of 9
[ ] (j) Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership. Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this
Schedule, which Items are incorporated by reference herein.
Neither the filing of this Schedule nor any of its contents shall be
deemed to constitute an admission that any of Steelhead, Mr. Johnston or
Mr. Klein is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates (the "Securities"), and
Steelhead, Mr. Johnston and Mr. Klein disclaim beneficial ownership as to the
Securities, except to the extent of their respective pecuniary interests
therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under the
Securities Exchange Act of 1934, it is also possible that the individual
general partners, executive officers, and members of the foregoing entities
might be deemed the "beneficial owners" of some or all of the Securities
insofar as they may be deemed to share the power to direct the voting or
disposition of such Securities. Neither the filing of this Schedule nor any
of its contents shall be deemed to constitute an admission that any of such
individuals is, for any purpose, the beneficial owner of any of the
Securities, and such beneficial ownership is expressly disclaimed.
The calculation of percentage of beneficial ownership in item 11 of pages
2, 3 and 4 was derived from the Issuer's Form F-10 Registration Statement
Under the Securities Act of 1933 filed with the Securities and Exchange
Commission on May 8, 2006, in which the Issuer stated that the number of
shares of its Class A Common Shares outstanding as of May 5, 2006 was
35,373,718.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Steelhead is filing this Schedule because, as investment manager for
certain accounts in which the Securities are held, Steelhead has been granted
the authority to dispose of and vote those Securities. Each entity that owns
an account has the right to receive or the power to direct the receipt of,
dividend from, or the proceeds from the sale of, the Securities held in the
account.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
CUSIP 38068N108 SCHEDULE 13G Page 7 of 9
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 the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
Signature
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 7, 2007 STEELHEAD PARTNERS, LLC
By: /s/ James Michael Johnston
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James Michael Johnston
Its Member-Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
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James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
-------------------------------------------
Brian Katz Klein
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 8
CUSIP 38068N108 SCHEDULE 13G Page 9 of 9
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement
as an exhibit to this Schedule 13G 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.
Dated: February 7, 2007 STEELHEAD PARTNERS, LLC
By: /s/ James Michael Johnston
-----------------------------------------
James Michael Johnston
Its Member Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
--------------------------------------------
James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
--------------------------------------------
Brian Katz Klein