Filing Details
- Accession Number:
- 0001641172-25-000660
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-24 20:00:00
- Filed By:
- Camac Partners, LLC
- Company:
- Gold Reserve Ltd (TSE:GDRZF)
- Filing Date:
- 2025-03-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Camac Partners, LLC | 0 | 20,105,283 | 0 | 20,105,283 | 20,105,283 | 17.8% |
| Camac Capital, LLC | 0 | 20,105,283 | 0 | 20,105,283 | 20,105,283 | 17.8% |
| Camac Fund, LP | 0 | 10,589,030 | 0 | 10,589,030 | 10,589,030 | 9.4% |
| Camac Fund II, LP | 0 | 9,516,253 | 0 | 9,516,253 | 9,516,253 | 8.4% |
| Eric Shahinian | 0 | 20,105,283 | 0 | 20,105,283 | 20,105,283 | 17.8% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
|
Gold Reserve Ltd. (Name of Issuer) |
Class A common shares, no par value per share (Title of Class of Securities) |
38068N108 (CUSIP Number) |
ERIC SHAHINIAN CAMAC PARTNERS, LLC, 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY, 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/21/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 38068N108 |
| 1 |
Name of reporting person
Camac Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,105,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38068N108 |
| 1 |
Name of reporting person
Camac Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,105,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38068N108 |
| 1 |
Name of reporting person
Camac Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,589,030.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 38068N108 |
| 1 |
Name of reporting person
Camac Fund II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,516,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 38068N108 |
| 1 |
Name of reporting person
Eric Shahinian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,105,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common shares, no par value per share | |
| (b) | Name of Issuer:
Gold Reserve Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
ROSEBANK CENTRE, 5TH FLOOR, 11 BERMUDIANA ROAD, PEMBROKE,
BERMUDA
, HM 08. | |
Item 1 Comment:
This Amendment No. 11 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 8, 2021 (the "Schedule 13D") as amended on June 9, 2022, August 15, 2022, October 25, 2022, November 8, 2022, July 27, 2023, December 18, 2023, January 17th, 2024, February 27, 2024, May 7th, 2024 and October 2, 2024 by the Reporting Persons with respect to the Class A common shares, no par value per share (the "Shares") of Gold Reserve Ltd. (the "Issuer" or the "Company"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the "Statement" will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Shares purchased by Camac Fund and Camac Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 10,589,030 Shares beneficially owned by Camac Fund is approximately $19,655,584, including brokerage commissions. The aggregate purchase price of the 9,516,253 Shares beneficially owned by Camac Fund II is approximately $19,112,619 including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is upon the 113,037,414 Shares outstanding as of September 30, 2024, as reported by the Company on its Form 6-K filed with the Securities and Exchange Commission (the "SEC") on November 27, 2024.
As of the date hereof, Camac Fund beneficially owned 10,589,030 Shares, constituting approximately 9.4% of the Shares outstanding.
As of the date hereof, Camac Fund II beneficially owned 9,516,253 Shares, constituting approximately 8.4% of the Shares outstanding.
Camac Partners, as investment manager of Camac Fund and Camac Fund II, may be deemed to beneficially own the 20,105,283 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.8% of the Shares outstanding. Camac Capital, as the managing member of Camac Partners and the general partner of Camac Fund and Camac Fund II, may be deemed to beneficially own the 20,105,283 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.8% of the Shares outstanding. Mr. Shahinian, as the manager of Camac Capital, may be deemed to beneficially own the 20,105,283 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.8% of the Shares outstanding. | |
| (b) | By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to have shared power to vote and dispose of the Shares reported owned by Camac Fund.
By virtue of their respective positions with Camac Fund II, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to have shared power to vote and dispose of the Shares reported owned by Camac Fund II. | |
| (c) | Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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