GDRZF Gold Reserve Ltd (QX)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 9)

 

Under the Securities Exchange Act of 1934

 

Gold Reserve Inc.

(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)

 

5/3/2024

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

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).

 

 

 

1		NAMES OF REPORTING PERSONS
		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	7		SOLE VOTING POWER
			0
	8		SHARED VOTING POWER
			17,826,903
	9		SOLE DISPOSITIVE POWER
			0
	10		SHARED DISPOSITIVE POWER
			17,826,903

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		17,826,903
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

 

 

1		NAMES OF REPORTING PERSONS
		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	7		SOLE VOTING POWER
			0
	8		SHARED VOTING POWER
			17,826,903
	9		SOLE DISPOSITIVE POWER
			0
	10		SHARED DISPOSITIVE POWER
			17,826,903

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		17,826,903
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

 

 

1		NAMES OF REPORTING PERSONS
		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	7		SOLE VOTING POWER
			0
	8		SHARED VOTING POWER
			8,775,204
	9		SOLE DISPOSITIVE POWER
			0
	10		SHARED DISPOSITIVE POWER
			8,775,204

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		8,775,204
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		8.8%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN

 

 

1		NAMES OF REPORTING PERSONS
		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	7		SOLE VOTING POWER
			0
	8		SHARED VOTING POWER
			9,051,699
	9		SOLE DISPOSITIVE POWER
			0
	10		SHARED DISPOSITIVE POWER
			9,051,699

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		9,051,699
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		9.1%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN

 

 

1		NAMES OF REPORTING PERSONS
		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	7		SOLE VOTING POWER
			0
	8		SHARED VOTING POWER
			17,826,903
	9		SOLE DISPOSITIVE POWER
			0
	10		SHARED DISPOSITIVE POWER
			17,826,903

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		17,826,903
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

 

 

This Amendment No. 9 (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 17^th, 2024 and February 27, 2024 by the Reporting Persons with respect to the Class A common shares, no par value per share (the “Shares”) of Gold Reserve Inc. (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 8,775,204 Shares beneficially owned by Camac Fund is approximately $15,018,674, including brokerage commissions. The aggregate purchase price of the 9,051,699 Shares beneficially owned by Camac Fund II is approximately $18,142,601 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 based upon 99,548,711 Shares outstanding as of December 31, 2023, which is the total number of Shares reported outstanding in the Issuer’s Annual Report filed with the Securities and Exchange Commission on April 19, 2024.

 

As of the date hereof, Camac Fund beneficially owned 8,775,204 Shares, constituting approximately 8.8% of the Shares outstanding.

 

As of the date hereof, Camac Fund II beneficially owned 9,051,699 Shares, constituting approximately 9.1% of the Shares outstanding.

 

Camac Partners, as investment manager of Camac Fund and Camac Fund II, may be deemed to beneficially own the 17,088,703 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.2% 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 17,088,703 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.2% of the Shares outstanding. Mr. Shahinian, as the manager of Camac Capital, may be deemed to beneficially own the 17,088,703 Shares owned in the aggregate by Camac Fund and Camac Fund II, constituting approximately 17.2% 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.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

On May 3, 2024, Camac Partners, LLC entered into a Shareholder Agreement with the Issuer regarding how Camac Partners, LLC would vote the shares of Common Stock beneficially owned by Camac Fund, LP and Camac Fund II, LP at the next annual meeting of shareholders.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 99.1 Gold Reserve Inc. Shareholder Agreement dated May 3, 2024.

 

 

SIGNATURES

 

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: May 7, 2024

 

Camac Partners, LLC
By:	Camac Capital, LLC,
its Managing Member
By:	/s/ Eric Shahinian
	Eric Shahinian
	Manager
Camac Capital, LLC
By:	/s/ Eric Shahinian
	Eric Shahinian
	Manager
By:	/s/ Eric Shahinian
	Eric Shahinian
Camac Fund, LP
By:	Camac Capital, LLC,
its general partner
By:	/s/ Eric Shahinian
	Eric Shahinian
	Manager
Camac Fund II, LP
By:	Camac Capital, LLC,
its general partner
By:	/s/ Eric Shahinian
	Eric Shahinian
	Manager

 

 

SCHEDULE A

 

Transactions in the Shares by the Reporting Persons During the Past 60 Days

 

Date of Purchase		Shares Purchased		Price Per Share ($USD)
CAMAC FUND LP
03/13/2024		5,500		3.0565
03/22/2024		740		3.0100
03/25/2024		90		3.0100
03/27/2024		2,190		3.0100
03/28/2024		16,960		3.0100
04/02/2024		42,000		3.0100

 

Date of Purchase		Shares Purchased		Price Per Share ($USD)
CAMAC FUND II, LP
03/13/2024		49,500		3.0565
03/22/2024		6,660		3.0100
03/25/2024		810		3.0100
03/26/2024		200		3.0050
03/27/2024		19,710		3.0100
03/28/2024		152,640		3.0100
04/02/2024		188,000		3.0100

 

 

 

Exhibit 99.1

 

GOLD RESERVE inc.

SHAREHOLDER AGREEMENT

 

TO:	Gold Reserve Inc. (“Gold Reserve” or the “Corporation”)

 

The undersigned, being the beneficial owner of, or having control or direction over, the number of Class A common shares in the capital of the Corporation indicated herein (each, a “Common Share”) as of the date hereof, hereby agrees as follows:

 

(a)	The undersigned has reviewed Schedule A attached hereto describing the grant of an aggregate of 2,500,000 conditional stock options (the “Conditional Options”) to Paul Rivett, subject to the vesting terms and at the exercise price set forth therein.
(b)	The undersigned understands and acknowledges that the grant of the Conditional Options requires disinterested shareholder approval pursuant to the policies of the TSX Venture Exchange, with such approval to be obtained at the Corporation’s next annual meeting of shareholders.
(c)	The undersigned hereby agrees to vote all of the Common Shares registered in its name (and causes all of the Common Shares that are beneficially owned by it, or that it has control or direction over, to be voted in such manner) at the Corporation’s next annual meeting of shareholders in favour of the grant of the Conditional Options and an amendment to the Corporation’s current equity incentive plan to increase the number of Common Shares available for issuance to 15% of the outstanding Common Shares.
(d)	This document may be executed in as many counterparts as are necessary and all counterparts together shall constitute the agreement of the shareholders of the Corporation. Facsimile or electronically transmitted signatures shall and do hereby constitute a valid agreement of the shareholders of the Corporation with respect to the matters set forth herein.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

DATED this 3^rd day of May, 2024.

 

	CAMAC PARTNERS, LLC
	By:	/s/ Eric Shahinian
	Name:	Eric Shahinian
	Title:	Managing Member
	Number of Common Shares Beneficially Held or Controlled or Directed:
	17,826,903

 

 

Schedule A

 

Name of Optionee		Number of Stock Options		Exercise Price per Share		Vesting Dates		Expiry Date
Paul Rivett		2,500,000		US$7.00		50% vests on the date that is 9 months after the date of grant and the remaining 50% vests on the date that is 18 months after the date of grant		5 years from the date of grant

 

 

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