Please wait

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* JOHNSTON JAMES MICHAEL (Last) (First) (Middle) 800 FIFTH AVENUE SUITE 3700 (Street) SEATTLE WA 98104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2025	3. Issuer Name and Ticker or Trading Symbol GOLD RESERVE LTD [ GDRZF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	10,099,924	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	10/04/2021	10/04/2031	Common Shares	195,000	$1.6	D

Explanation of Responses:

1. Common Shares reported on this Form 3 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator") and another client account (together with Steelhead Navigator, the "Client Accounts"). Steelhead Partners, LLC is the investment manager of the Client Accounts and Mr. Johnston is a portfolio manager at Steelhead Partners, LLC. Mr. Johnston may be deemed to beneficially own the Common Shares owned by the Client Accounts insofar as he may be deemed to have the power to direct the voting or disposition of such Common Shares. Mr. Johnston expressly disclaims any beneficial ownership in the Common Shares, except to the extent of his pecuniary interests therein.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Brent E. Binge, Attorney-in-Fact for J. Michael Johnston	02/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.