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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)   *

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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13D

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13D

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13D

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13D

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13D

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13D

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13D

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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;

_______________________

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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(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.

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Item 3 is hereby supplemented to state the following:

The net investment cost for the 2,481,959 Shares beneficially owned by MSP5 is $7,878,979.  The consideration for such acquisition was obtained from working capital.

Item 5.  Interest In Securities Of The Issuer

Item 5 is hereby amended and restated 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 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.

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(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 7. Materials to be Filed as Exhibits

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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: March 29, 2017

/s/Jonathan Savitz________________________

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

/s/Jonathan Savitz________________________

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as Investment Manager to each of

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

GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP5

By Jonathan Savitz,

Managing Member of Greywolf GP LLC, its General Partner

/s/Jonathan Savitz_________________________

Jonathan Savitz

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EXHIBIT INDEX

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EXHIBIT 2
SCHEDULE 13D

JOINT ACQUISITION STATEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  March 29, 2017

/s/Jonathan Savitz_________________________

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

 /s/Jonathan Savitz_________________________

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as Investment Manager to each of

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

GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP5

By Jonathan Savitz,

Managing Member of Greywolf GP LLC, its General Partner

/s/Jonathan Savitz__________________________

Jonathan Savitz

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