Gold Reserve Inc.
|
(Name of Issuer)
|
Class A Common Stock, no par value per share
|
(Title of Class of Securities)
|
38068N108
|
(Cusip Number)
|
General Counsel
Greywolf Capital Management LP
4 Manhattanville Road, Suite 201
Purchase, New York 10577
(914) 249-7800
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
March 15, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Event Driven Master Fund
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
6,380,948 [See Item 2(a)(i)]
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,380,948 [See Item 2(a)(i)]
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,380,948 [See Item 2(a)(i)]
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% [See Item 2(a)(i)]
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Overseas Intermediate Fund
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
4,681,240
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
4,681,240
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,681,240
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Strategic Master Fund SPC, Ltd.—MSP9
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,000,000
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,000,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Strategic Master Fund SPC, Ltd.—MSP5
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
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
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,481,959
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,481,959
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,481,959
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
23,544,147
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
23,544,147
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,544,147
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN, IA
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
23,544,147
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
23,544,147
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,544,147
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 38068N108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 23,544,147 Shares, which is 26.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
23,544,147
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
23,544,147
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,544,147
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(i) |
Greywolf Event Driven Master Fund, a Cayman Islands exempted company ("Greywolf Event Driven"), with respect to the Shares beneficially owned by it1;
|
(ii) |
Greywolf Overseas Intermediate Fund, a Cayman Islands exempted company ("Greywolf Overseas Intermediate"), with respect to the Shares beneficially owned by it;
|
(iii) |
Greywolf Strategic Master Fund SPC, Ltd.—MSP9, a Cayman Islands exempted segregated portfolio company ("MSP9"), with respect to the Shares beneficially owned by it;
|
(iv) |
Greywolf Strategic Master Fund SPC, Ltd.—MSP5, a Cayman Islands exempted segregated portfolio company ("MSP5" and, together with Greywolf Event Driven, Greywolf Overseas Intermediate and MSP9, the "Greywolf Funds"), with respect to the Shares beneficially owned by it;
|
(v) |
Greywolf Capital Management LP, a Delaware limited partnership and the investment manager (the "Investment Manager") of the Greywolf Funds, with respect to the Shares beneficially owned by the Greywolf Funds;
|
(vi) |
Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "Investment Manager General Partner"), with respect to the Shares beneficially owned by the Greywolf Funds; and
|
(vii) |
Jonathan Savitz, a United States citizen and the sole managing member of the Investment Manager General Partner ("Savitz"), with respect to the Shares beneficially owned by the Greywolf Funds.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each of the Greywolf Funds is incorporated herein by reference for each such entity. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 87,546,147 Shares outstanding as of September 30, 2016, as reported by the Company in its Form 6-K filed with the Securities and Exchange Commission on November 23, 2016.
|
(c) |
On March 15, 2017, MSP5 purchased 2,481,959 Shares from Greywolf Event Driven Master Fund at a price of $3.175 per share in a private transaction. Other than the sale by Greywolf Event Driven Master Fund and the purchase by MSP5, there have been no purchases or sales of Shares by the Greywolf Funds in the past 60 days.
|
(d) |
The Investment Manager has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares beneficially owned by the Greywolf Funds as reported herein. The Investment Manager General Partner is the general partner of the Investment Manager. Savitz is the sole managing member of the Investment Manager General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each of the Investment Manager and the Investment Manager General Partner is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The Investment Manager has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares beneficially owned by the Greywolf Funds as reported herein. The Investment Manager General Partner is the general partner of the Investment Manager. Savitz is the sole managing member of the Investment Manager General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for Savitz is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The Investment Manager has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares beneficially owned by the Greywolf Funds as reported herein. The Investment Manager General Partner is the general partner of the Investment Manager. Savitz is the sole managing member of the Investment Manager General Partner.
|
(e) |
Not applicable.
|
EXHIBIT 2
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|