13D Filing: Greywolf Capital Management and Gold Reserve Inc (TSE:GRZ)

This Amendment No. 1 to Schedule 13D (as so amended, this “Schedule 13D“) amends the Schedule 13D initially filed on October 13, 2015 (the “Prior Filing“).

Certain of the Reporting Persons and/or affiliates thereof hold an aggregate principal amount of $21,876,108 of the Company’s 11% senior secured convertible notes due 2018 (the “Convertible Notes“).  Subject to conditions set forth in the indenture governing the Convertible Notes, the Convertible Notes may be converted at any time, at the holder’s option, into 285.71 Shares per $1,000 principal amount, subject to the right of the Company to settle such conversion in cash not Shares.  In view of the Company’s right to settle conversions in cash, ownership of Convertible Notes by a Reporting Person does not give rise to beneficial ownership of Shares on the part of such Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and any such Reporting Person hereby disclaims such beneficial ownership.

Capitalized terms used in this Preliminary Note without definition have the meanings set forth below.  All references in this Schedule 13D to “$” are to U.S. dollars.

Item 1.  Security And Issuer

Item 1 is hereby restated in its entirety as follows:

This statement relates to shares of Class A Common Stock, no par value (the “Shares“), of Gold Reserve Inc. (the “Company“).  The Company’s principal executive offices are located at 926 W. Sprague Avenue, Suite 200, Spokane, Washington 99201.

Item 2.  Identity And Background

Item 2 is hereby amended and restated in its entirety as follows:

(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;

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¹ Greywolf Event Driven holds such Shares through GCOF Europe S.à.r.l. (“GCOF Europe“), a special-purpose entity of which Greywolf Event Driven is the 100% owner.

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