Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CLAY LANDON T
   2. Issuer Name and Ticker or Trading Symbol
GOLDEN QUEEN MINING CO LTD [GQMNF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
188 OLD STREET ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016
(Street)

PETERBOROUGH, NH 03458		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               4,663 D  
Common Stock               17,047,739 I By grantor retained annuity trust (1)
Common Stock               1,344,269 I By trust (2)
Common Stock               807,250 I By trust (3)
Common Stock               26,114 I By corporation (4)
Common Stock               2,351 I By spouse (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 0.85 11/21/2016   J(6)   4,773,600   11/21/2016 11/21/2021 Common Shares 4,773,600 (7) 4,773,600 I By trust (6)
Warrant $ 0.85 11/21/2016   J(8)   1,226,400   11/21/2016 11/21/2021 Common Shares 1,226,400 (7) 1,226,400 I By trust (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CLAY LANDON T
188 OLD STREET ROAD
PETERBOROUGH, NH 03458		     X    

Signatures

 /s/ Landon T. Clay   11/23/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares owned by the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"). The reporting person is the donor of the assets in the 2016-2 GRAT and the reporting person's son, Thomas M. Clay, is the sole trustee under the 2016-2 GRAT.
(2) Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person is the donor of the assets to Monadnock. Brian James is the trustee of Monadnock and each of the reporting person's sons has a beneficial interest in Monadnock. The reporting person provides investment advisory services to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock.
(3) Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The reporting person owned 50% of Arctic Coast and transferred his interest in Arctic Coast on October 22, 2009 to the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") which owns 50% of Arctic Coast. The reporting person disclaims beneficial ownership of the shares held by Arctic Coast.
(4) Represents shares owned by LTC Corporation, which is wholly owned by the reporting person.
(5) Represents shares owned by the reporting person's spouse, Lavinia D. Clay. The reporting person disclaims beneficial ownership of the shares held by his spouse.
(6) On November 21, 2016, the issuer issued a warrant to purchase 4,773,600 shares of common stock to the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"). The reporting person is the donor of the LTC 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the LTC 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021.
(7) The warrant was issued in connection with the Second Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated November 21, 2016, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust and EHT, LLC. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2016.
(8) On November 21, 2016, the issuer issued a warrant to purchase 1,226,400 shares of common stock to the CF 2009 Trust. The reporting person is the donor of the CF 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the CF 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021.

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