UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Gold
Reserve, Inc.
(Name
of
Issuer)
Class
A Common Stock
(Title
of
Class of Securities)
38068N108
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
T Rule
13d-1(b)
T 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).
-1-
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1.
|
Names
of Reporting Persons.
|
STEELHEAD
PARTNERS, LLC
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||||||
|
I.R.S.
Identification Nos. of above persons (entities only).
|
91-1740598
|
|||||||
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
||||||
|
3.
|
SEC
Use Only
|
|||||||
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4.
|
Citizenship
or Place of Organization
|
Delaware
|
||||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
4,568,217
|
|||||
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6.
|
Shared
Voting Power
|
0
|
||||||
|
7.
|
Sole
Dispositive Power
|
4,568,217
|
||||||
|
8.
|
Shared
Dispositive Power
|
0
|
||||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,568,217
|
||||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
||||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
8.3%
|
||||||
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12.
|
Type
of Reporting Person (See Instructions)
|
IA
|
||||||
-2-
|
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
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
|||||
|
6.
|
Shared
Voting Power
|
4,568,217
|
||||||
|
7.
|
Sole
Dispositive Power
|
0
|
||||||
|
8.
|
Shared
Dispositive Power
|
4,568,217
|
||||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,568,217
|
||||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
||||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
8.3%
|
||||||
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
||||||
-3-
|
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
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
|||||
|
6.
|
Shared
Voting Power
|
4,568,217
|
||||||
|
7.
|
Sole
Dispositive Power
|
0
|
||||||
|
8.
|
Shared
Dispositive Power
|
4,568,217
|
||||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,568,217
|
||||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
||||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
8.3%
|
||||||
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
||||||
-4-
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Item
1(a).
|
Name
of Issuer:
|
Gold
Reserve Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Office:
|
926
West
Sprague Avenue, Suite 300
Spokane,
WA 99201
|
Item
2(a).
|
Name
of Person Filing:
|
Steelhead
Partners, LLC (“Steelhead”)
James
Michael Johnston
Brian
Katz Klein
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
The
business address of each reporting person is 1301 First Avenue, Suite 201,
Seattle, WA 98101.
|
Item
2(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.
|
Item
2(d).
|
Title
of Class of
Securities:
|
Class
A
Common Stock
|
Item
2(e).
|
CUSIP
Number:
|
38068N108
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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).
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-5-
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|
£
|
(d)
|
Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
|
|
|
T
|
(e)
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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);
|
|
|
T
|
(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);
|
|
|
£
|
(j)
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item
4.
|
Ownership:
|
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 6-K filed with the Securities and Exchange
Commission on November 9, 2007, in which the Issuer stated that the number
of
shares of its Class A Common Shares outstanding as of September 30, 2007 was
54,766,569.
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class:
|
Not
Applicable.
-6-
|
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.
|
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.
-7-
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: February
8, 2008
|
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
|
EXHIBITS
LIST
Exhibit
A
Joint Filing
Undertaking Page
9
-8-
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
8, 2008
|
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
|
-9-