13D Filing: Greywolf Capital Management and Gold Reserve Inc. (GDRZF)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)   *

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

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This Amendment No. 3 to Schedule 13D (this “Amendment“) amends the Schedule 13D initially filed on October 13, 2015, as amended by Amendment No. 1 thereto filed on March 30, 2017 and Amendment No. 2 thereto filed on April 28, 2017 (as so amended, the “Prior Schedule 13D” and, as amended by this Amendment, this “Schedule 13D“). Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

This Amendment amends and supplements Item 3 of the Prior Schedule 13D to report that:

On August 10, 2017, the Company issued: 752,988 Shares to Greywolf Overseas Intermediate upon the conversion of certain Convertible Notes held by it; 1,771,916 Shares to MSP9 upon the conversion of certain Convertible Notes held by it; and 385,205 Shares to MSP5 upon the conversion of certain Convertible Notes held by it.  The Convertible Notes surrendered for conversion were the only consideration in respect of the Greywolf Funds’ acquisition of such Shares.

Item 5.  Interest In Securities Of The Issuer

This Amendment amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows:

(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 approximately 97,500,000 Shares outstanding as of August 11, 2017, as reported by the Company in its Form 6-K filed with the SEC on such date.

(c)

On August 10, 2017: Greywolf Overseas Intermediate acquired 752,988 Shares from the Company upon conversion of $2,258,964 principal amount of Convertible Notes held by Greywolf Overseas Intermediate; MSP9 acquired 1,771,916 Shares from the Company upon conversion of $5,315,750 principal amount of Convertible Notes held by MSP9; and MSP5 acquired 385,205 Shares from the Company upon conversion of $1,155,616 principal amount of Convertible Notes held by MSP5.

(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.

Item 6.  Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of the Issuer

This Amendment amends and supplements Item 6 of the Prior Schedule 13D to report that:

On July 14, 2017, the Greywolf Funds redeemed for cash an aggregate $10,174,767 principal amount of Convertible Notes.

On August 10, 2017, the Greywolf Funds redeemed or converted, as applicable, their remaining $11,701,341 principal amount of Convertible Notes as follows: Greywolf Event Driven redeemed $2,971,011 principal amount of Convertible Notes for cash in the amount of $4,277,011; Greywolf Overseas Intermediate converted $2,258,964 principal amount of Convertible Notes for 752,988 Shares; MSP9 converted $5,315,750 principal amount of Convertible Notes for 1,771,916 Shares; and MSP5 converted $1,155,616 principal amount of Convertible Notes for 385,205 Shares.  As of the date of this filing, the Greywolf Funds no longer hold any Convertible Notes.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 21, 2017

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as Investment Manager to each of

GREYWOLF EVENT DRIVEN MASTER FUND,
GREYWOLF OVERSEAS INTERMEDIATE FUND and
GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP9

GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP5

By Jonathan Savitz,

Managing Member of Greywolf GP LLC, its General Partner

Jonathan Savitz