UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
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)
June
28, 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
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
WEST
FACE CAPITAL INC.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
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6.
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Citizenship
or Place of Organization
Canada
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Number
of
Shares
Beneficially
Owned
by Each Reporting
Persons
With
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7.
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Sole
Voting
Power None
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8.
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Shared
Voting
Power 11,384,509
(1)
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9.
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Sole
Dispositive
Power None
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10.
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Shared
Dispositive
Power 11,384,509
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11,384,509 (1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
19.12%
based on 59,536,172 shares outstanding as of May 13, 2010. (1)
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14.
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Type
of Reporting Person:
CO,
IA
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(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
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
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6.
|
Citizenship
or Place of Organization
Canada
|
||
|
Number
of
Shares
Beneficially
Owned
by Each Reporting
Persons
With
|
7.
|
Sole
Voting
Power None
|
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|
8.
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Shared
Voting
Power 11,384,509
(1)
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9.
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Sole
Dispositive
Power None
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10.
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Shared
Dispositive
Power 11,384,509
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11,384,509
(1)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
19.12%
based on 59,536,172 shares outstanding as of May 13, 2010. (1)
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14.
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Type
of Reporting Person:
IN,
HC
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(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. 7 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”), Amendment No. 4 to the Schedule 13D filed on February 1, 2010
(“Amendment No. 4 to the Schedule 13D”), and Amendment No. 5 to the Schedule 13D
filed on March 16, 2010 (“Amendment No. 5 to the Schedule 13D”), and Amendment
No. 6 to the Schedule 13D filed on April 19, 2010 ("Amendment No. 6 to the
Schedule13D"). 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 , Amendment No. 4 to the Schedule 13D,
Amendment No. 5 to the Schedule 13D and Amendment No. 6 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 June 28, 2010.
Since Amendment No. 6 to the Schedule
13D filed on April 9, 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
$1,035,561.
Item
4. Purpose
of Transaction
Item
4 of the Statement is hereby amended to reflect the following information for
updating as of June 28,2010
The
Reporting Persons acquired the Shares for investment purposes, and such
purchases have been made in the Reporting Persons’ ordinary course of business.
The Reporting Persons expect to review from time to time their investment in the
Company and may, depending on the market and other conditions: (i) purchase
additional Shares, options or related derivatives in the open market, in
privately negotiated transactions or otherwise and (ii) sell all or a portion of
the Shares, options or related derivatives now beneficially owned or hereafter
acquired by them.
Also,
consistent with their investment intent, the Reporting Persons may engage in
communications with, without limitation, one or more shareholders of the
Company, one or more officers of the Company and/or one or more members of the
board of directors of the Company regarding the Company, including but not
limited to its operations and capital structure. The Reporting Persons may
also discuss with the Company the concept of the Reporting Persons receiving
representation on the board of directors of the Company. Although
the acquisition of the Shares is for investment purposes, the Reporting Persons
may have engaged in, and may continue to pursue, either alone or with others,
discussions with management or directors of the issuer regarding alternatives to
protect, grow and ultimately realize long-term value for
shareholders. In this regard, the Reporting Persons recently sent a
letter to the Company recommending certain actions, which is attached
hereto as Exhibit B. Furthermore, consistent with its investment
research methods and evaluation criteria, the Reporting Persons may discuss such
other alternatives as the Reporting Persons deem appropriate with other
shareholders, industry analysts, investment and financing professionals or any
other third parties.
Except as set forth above, none of the
Reporting Persons has any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through (c), and (f)
through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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 June 28, 2010.
According to information filed by the
Company with the Commission, as of May 13, 2010 the number of Shares outstanding
was 57,781,663 based on the Company’s most recently filed Quarterly Report
on Form 10-Q,
filed on May 13, 2010. Pursuant to Rule 13d-3(d)(1)(i)(D), in
calculating the percentages of beneficial ownership Reporting Persons have added
1,754,509 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
11,384,509 Shares (approximately 19.12% of the total
number of Shares outstanding). This amount consists of: (A) 6,170,757
Shares held for the account of WFMF; (B) 3,659,788 Shares held for the account
of WFLP; and (C) 1,553,964 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 11,384,509 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, Amendment No. 4 to the
Schedule 13D, Amendment No. 5 to the Schedule 13D and Amendment No. 6 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,
Amendment No. 5 to the Schedule 13D, Amendment No. 6 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, Amendment No. 5 to the
Schedule 13D, this Schedule 13D, Amendment No. 6 to the 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.
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Date:
June 30, 2010
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WEST
FACE CAPITAL INC.
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By: __/s/
John Maynard________
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Name: John
Maynard
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Title: Chief
Financial Officer
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Date: June
30, 2010
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GREGORY
A. BOLAND
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By: ___/s/ Gregory A.
Boland___
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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
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Nature
of Transaction
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Number
of Shares
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Approximate
Price per Share
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6/7/2010
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PURCHASE
|
24,403
|
5.6304
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6/7/2010
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PURCHASE
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272,500
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0.8899
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6/28/2010
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PURCHASE
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233,200
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0.8201
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B.
Transactions for the account of West Face Long Term Opportunities (USA) Limited
Partnership:
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Date
of Transaction
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Nature
of Transaction
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Number
of Shares
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Approximate
Price per Share
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6/7/2010
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PURCHASE
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12,202
|
5.6304
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6/7/2010
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PURCHASE
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162,500
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0.8999
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6/28/2010
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PURCHASE
|
138,400
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0.8201
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C.
Transactions for the account of West Face Long Term Opportunities Limited
Partnership:
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Date
of Transaction
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Nature
of Transaction
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Number
of Shares
|
Approximate
Price per Share
|
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6/7/2010
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PURCHASE
|
4,775
|
5.6304
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6/7/2010
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PURCHASE
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65,000
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0.8899
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6/28/2010
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PURCHASE
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58,400
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0.8201
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