13D Filing: Greywolf Capital Management and Gold Reserve Inc. (GDRZF)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)   *

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 Sections 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 Section 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).

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This Amendment No. 4 to Schedule 13D (this “Amendment“) amends the Schedule 13D initially filed on October 13, 2015, as amended by Amendment No. 1 thereto filed on March 30, 2017, Amendment No. 2 thereto filed on April 28, 2017 and Amendment No. 3 thereto filed on August 21, 2017 (as so amended, the “Prior Schedule 13D” and, as amended by this Amendment, this “Schedule 13D“). Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.

Item 4. Purpose of The Transaction

This Amendment amends and supplements Item 4 of the Prior Schedule 13D to report that:

As reported by the Company in a press release dated August 23, 2017, the Investment Manager has agreed with the Company to vote all of the Shares over which it exercises control or direction for the election of seven nominees to the Company’s board of directors (the “Board“) at the Company’s annual meeting of shareholders to be held on August 29, 2017.  Such seven director nominees are: Mr. Robert A. Cohen (a nominee of the Investment Manager); Mr. Michael Johnston (a nominee of Steelhead Partners, LLC (“Steelhead“));  and five members of the Company’s incumbent Board, being Messrs. Rockne J. Timm, A. Douglas Belanger, James P. Geyer, James H. Coleman and Jean Charles Potvin.  As further reported in such press release, the Company has agreed that following such annual meeting, the Board will work with the Investment Manager and Steelhead to seek out and review potential candidates, mutually agreeable to such shareholders, to be appointed to the Board by the end of 2017; and that once a candidate agreeable to the Investment Manager and Steelhead has been identified, such candidate will be appointed to the Board at the request of such shareholders and an existing director will resign at that time.

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: August 24, 2017

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as Investment Manager to each of

GREYWOLF EVENT DRIVEN MASTER FUND,
GREYWOLF OVERSEAS INTERMEDIATE FUND and
GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP9

GREYWOLF STRATEGIC MASTER FUND SPC, LTD.—MSP5

By Jonathan Savitz,

Managing Member of Greywolf GP LLC, its General Partner

Jonathan Savitz