13D Filing: Steelhead Partners and Gold Reserve Inc (GRZ)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED

PURSUANT TO §240.13d-2(a).

(Amendment No. 2)*

Gold Reserve Inc.

(Name of Issuer)

Class A Common Stock, no par value per share

(Title of Class of Securities)

38068N108

(CUSIP Number) Brent Binge, Esq. Steelhead Partners, LLC 333 108th Avenue NE, Suite 2010 Bellevue, WA 98004 (425) 974-3788 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 10, 2017

(Date of Event Which Requires Filing of this Statement)

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 §§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 §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).