UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Gold Reserve Inc.
----------------------
(Name of Issuer)
Common
------------------------------------
(Title of Class of Securities)
38068N108
--------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------------
(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).
PAGE 1 OF 4 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tradewinds Global Investors, LLC 02-0767178
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware - U.S.A.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
6,919,336
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 9,378,430
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,378,430
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.65%*
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*Reflects the reporting person's ownership as of December 31, 2008, including
shares of the issuer which may be issued upon conversion of 5.50% Convertible
Senior Subordinated Notes due 6/15/22.
PAGE 2 OF 4 PAGES
Item 1(a) Name of Issuer:
Gold Reserve Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
926 West Sprague Avenue
Suite 200
Spokane, WA 99201
United States
Item 2(a) Name of Person Filing:
Tradewinds Global Investors, LLC
Item 2(b) Address of the Principal Office or, if none, Residence:
2049 Century Park East, 20th Floor
Los Angeles, CA 90067
Item 2(c) Citizenship:
Delaware - U.S.A.
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
38068N108
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(e) [X] An investment advisor in accordance with
section 240.13d-1(b)(1)(ii)(E)
Item 4 Ownership:
(a) Amount Beneficially Owned:
9,378,430
(b) Percent of Class:
16.65%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
6,919,336
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
9,378,430
(iv) shared power to dispose or to direct the
disposition of:
0
PAGE 3 OF 4 PAGES
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:
Securities reported on this Schedule 13G are
beneficially owned by clients which may include
investment companies registered under the Investment
Company Act and/or employee benefit plans,pension funds,
endowment funds or other institutional clients.
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 a 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 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 such securities and were
were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
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 11, 2009
Tradewinds Global Investors, LLC
By: /s/ David B. Iben
------------------------------------
Name: David B. Iben, CFA
Title: Chief Investment Officer
PAGE 4 OF 4 PAGES