UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
GOLD RESERVE
INC.
(Name of
Issuer)
Class
A Common
Shares
(Title of
Class of Securities)
38068N108
(CUSIP
Number)
John
Maynard
West Face
Capital Inc.
2 Bloor
Street East, Suite 810
Toronto,
Ontario M4W 1A8
647-724-8911
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
12, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing Persons has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
statement 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 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).
SCHEDULE
13D
Page 2 of 7 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
WEST
FACE CAPITAL INC.
|
||
|
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 Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
Canada
|
||
|
Number
of
Shares
Beneficially
Owned
by Each Reporting
Persons
With
|
7.
|
Sole
Voting
Power None
|
|
|
8.
|
Shared
Voting
Power 9,810,218
(1)
|
||
|
9.
|
Sole
Dispositive
Power None
|
||
|
10.
|
Shared
Dispositive
Power 9,810,218
(1)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,810,218 (1)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
16.5%
based on 59,383,685 shares outstanding as of September 30, 2009. (1)
|
||
|
14.
|
Type
of Reporting Person:
CO,
IA
|
||
(1) This
amount includes an amount of Shares that the Reporting Person may be entitled to
obtain upon the conversion of convertible bonds.
SCHEDULE
13D
Page 3 of 7 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GREGORY
A. BOLAND
|
||
|
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 Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
Canada
|
||
|
Number
of
Shares
Beneficially
Owned
by Each Reporting
Persons
With
|
7.
|
Sole
Voting
Power None
|
|
|
8.
|
Shared
Voting
Power 9,810,218
(1)
|
||
|
9.
|
Sole
Dispositive
Power None
|
||
|
10.
|
Shared
Dispositive
Power 9,810,218
(1)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,810,218
(1)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
16.5%
based on 59,383,685 shares outstanding as of September 30, 2009.
(1)
|
||
|
14.
|
Type
of Reporting Person:
IN,
HC
|
||
(1) This
amount includes an amount of Shares that the Reporting Person may
be entitled to obtain upon the conversion of convertible bonds.
Page 4 of 7 Pages
This
Amendment No. 5 relates to the Statement of Beneficial Ownership on Schedule 13D
filed by West Face Capital Inc. (“West Face”) and Gregory A. Boland (“Mr.
Boland”) (collectively, the “Reporting Persons”) with the Securities and
Exchange Commission (the “Commission”) on September 25, 2009 (the “Initial
Schedule 13D”), Amendment No. 1 to the Schedule 13D filed on October 20, 2009
(“Amendment No. 1 to the Schedule 13D”), Amendment No. 2 to the Schedule 13D
filed on November 4, 2009 (“Amendment No. 2 to the Schedule 13D”), Amendment No.
3 to the Schedule 13D filed on January 11, 2010 (“Amendment No. 3 to the
Schedule 13D”) and Amendment No. 4 to the Schedule 13D filed on February 1, 2010
(“Amendment No. 4 to the Schedule 13D”). Except as set forth below, all
Items of the Initial Schedule 13D, Amendment No. 1 to the Schedule 13D,
Amendment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule 13D and
Amendment No. 4 to the Schedule 13D remain unchanged. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Initial Schedule 13D.
Item
3. Source
and Amount of Funds or Other Consideration
Item
3 of the Statement is hereby amended to reflect the following information for
updating as of March 12, 2010.
Since Amendment No. 4 to the Schedule
13D filed on February 1, 2010, all Shares acquired by the Reporting Persons
were acquired for the account of WFMF, WFLP and WFCLP. The aggregate
purchase price paid by the Reporting Persons for such Shares was approximately
$1,610,319.
Page 5 of 7 Pages
Item
5. Interest
in Securities of the Issuer
Item
5 of the Statement is hereby amended to reflect the following information for
updating as of March 12, 2010.
According to information filed by the
Company with the Commission, as of September 30, 2009 the number of Shares
outstanding was 57,670,555 based on the Company’s Report on Form 6-K, filed on November
12, 2009. Pursuant to Rule 13d-3(d)(1)(i)(D), in calculating the
percentages of beneficial ownership Reporting Persons have added 1,713,130
Shares to the number of Shares outstanding based upon an amount of Shares that
the Reporting Persons may be entitled to obtain upon the conversion of
convertible bonds.
(a) Each
of West Face and Mr. Boland may be deemed to be the beneficial owner of
9,810,218 Shares (approximately 16.5% of the total
number of Shares outstanding). This amount consists of: (A) 5,311,442
Shares held for the account of WFMF; (B) 3,157,987 Shares held for the account
of WFLP; and (C) 1,340,790 Shares held for the account of WFCLP.
(b) Each
of West Face and Mr. Boland may be deemed to have shared power to direct
the voting and disposition of the 9,810,218 Shares that they may be deemed to
beneficially own as set forth above.
(c)
Except for the transactions listed on Annex A hereto, all of which were effected
through routine brokerage transactions, there have been no transactions with
respect to the Shares other than those transactions reflected on the Initial
Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the
Schedule 13D, Amendment No. 3 to the Schedule 13D and Amendment No. 4 to the
Schedule 13D.
In
accordance with Rule 13d-4 under the Exchange Act, the Initial Schedule 13D,
Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the Schedule 13D,
Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule 13D, this
Schedule 13D, and any amendments thereto, shall not be construed as an admission
that the Reporting Persons are beneficial owners of any securities reflected on
the Initial Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2
to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the
Schedule 13D, this Schedule 13D, and any amendments thereto. The Reporting
Persons note that, upon conversion of the convertible notes held, the Issuer
will have the option to deliver common shares, cash, or a combination of cash
and common shares for the notes surrendered, and the Issuer will provide notice
of its election to deliver part or all of the conversion consideration in cash
within two business days of receipt of the notice of conversion. In this regard,
the Reporting Persons believe, pursuant to Rule 13d-3(d)(1), that they should
not be deemed to be a beneficial owner of the underlying equity securities when
satisfaction of conditions to an investor's right to acquire the securities,
such as is the situation here with respect to the convertible notes, remains
outside the Reporting Person's control.
SCHEDULE
13D
Page 6 of 7 Pages
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.
|
Date:
March 16, 2010
|
WEST
FACE CAPITAL INC.
|
|
|
By: __/s/
John Maynard________
|
||
|
Name: John
Maynard
|
||
|
Title: Chief
Financial Officer
|
||
|
Date:
March 16, 2010
|
GREGORY
A. BOLAND
|
|
|
By: ___/s/ Gregory A.
Boland___
|
||
Page 7 of 7 Pages
ANNEX
A
RECENT
TRANSACTIONS IN THE SECURITIES OF
GOLD
RESERVE INC.
A. Transactions
for the account of West Face Long Term Opportunities Master Fund
L.P.:
|
Date
of Transaction
|
Nature
of Transaction
|
Number
of Shares
|
Price
per Share
|
|
2/5/2010
|
PURCHASE
|
109,947
(2)
|
$5.32
|
|
2/5/2010
|
PURCHASE
|
54,800
|
$1.15
|
|
3/10/2010
|
PURCHASE
|
67,400
|
$0.97
|
|
3/10/2010
|
PURCHASE
|
67,400
|
$1.01
|
|
3/11/2010
|
PURCHASE
|
54,400
|
$1.09
|
|
3/12/2010
|
PURCHASE
|
54,400
|
$1.15
|
(2) This amount
relates to an amount of Shares that the Reporting Person may be entitled to
obtain upon the conversion of convertible bonds.
B. Transactions
for the account of West Face Long Term Opportunities (USA) Limited
Partnership:
|
Date
of Transaction
|
Nature
of Transaction
|
Number
of Shares
|
Price
per Share
|
|
2/5/2010
|
PURCHASE
|
63,528
(2)
|
$5.32
|
|
2/5/2010
|
PURCHASE
|
31,700
|
$1.15
|
|
3/11/2010
|
PURCHASE
|
31,900
|
$1.09
|
|
3/12/2010
|
PURCHASE
|
31,900
|
$1.15
|
(2) This amount
relates to an amount of Shares that the Reporting Person may be entitled to
obtain upon the conversion of convertible bonds.
C. Transactions
for the account of West Face Long Term Opportunities Limited
Partnership:
|
Date
of Transaction
|
Nature
of Transaction
|
Number
of Shares
|
Price
per Share
|
|
2/5/2010
|
PURCHASE
|
26,923
(2)
|
$5.32
|
|
2/5/2010
|
PURCHASE
|
13,500
|
$1.15
|
|
3/10/2010
|
PURCHASE
|
32,600
|
$0.97
|
|
3/10/2010
|
PURCHASE
|
32,600
|
$1.01
|
|
3/11/2010
|
PURCHASE
|
13,700
|
$1.09
|
|
3/12/2010
|
PURCHASE
|
13,700
|
$1.15
|
(2) This amount
relates to an amount of Shares that the Reporting Person may be entitled to
obtain upon the conversion of convertible bonds.