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Filing Details

Accession Number:: 0000906344-11-000117
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-04-29 17:25:35
Reporting Period:: 2011-04-28

Filing Date:: 2011-04-29
Accepted Time:: 2011-04-29 17:25:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1072725	Gold Reserve Inc	GRZ	Gold And Silver Ores (1040)	810266636

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1133521	Steelhead Partners Llc	333 108Th Avenue, Suite 2010 Bellevue WA 98004	No	No	No	Yes
1327721	Michael James Johnston	333 108Th Avenue, Suite 2010 Bellevue WA 98004	No	No	No	Yes
1327722	Katz Brian Klein	333 108Th Avenue, Suite 2010 Bellevue WA 98004	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2011-04-28	1,000,000	$1.69	11,707,979	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
The issuer's securities reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). Steelhead is the investment manager of Steelhead Navigator. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by Steelhead Navigator insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report Steelhead Navigator's holdings, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or Steelhead Navigator form a group within the meaning of Rule 16a-1(a)(1).
Consistent with the position taken by the issuer in its Schedule 14A filed with the Securities and Exchange Commission on April 29, 2011, 4,024,005 shares of the issuer's Class A common stock (the "Convertible Note Shares") that may be issued to Steelhead Navigator upon the conversion of certain convertible notes held by Steelhead Navigator (the "Convertible Notes") are not included in this Form 4 because the receipt of such Convertible Note Shares is contingent upon the issuer's determination, in its sole discretion, to deliver the Convertible Note Shares instead of cash upon conversion of the Convertible Notes.