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

This Amendment No. 3 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 and Amendment No. 2 thereto filed on April 28, 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 3.  Source and Amount of Funds or Other Consideration

This Amendment amends and supplements Item 3 of the Prior Schedule 13D to report that:

On August 10, 2017, the Company issued: 752,988 Shares to Greywolf Overseas Intermediate upon the conversion of certain Convertible Notes held by it; 1,771,916 Shares to MSP9 upon the conversion of certain Convertible Notes held by it; and 385,205 Shares to MSP5 upon the conversion of certain Convertible Notes held by it.  The Convertible Notes surrendered for conversion were the only consideration in respect of the Greywolf Funds’ acquisition of such Shares.

Item 5.  Interest In Securities Of The Issuer

This Amendment amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows:

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each of the Greywolf Funds is incorporated herein by reference for each such entity.  The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon approximately 97,500,000 Shares outstanding as of August 11, 2017, as reported by the Company in its Form 6-K filed with the SEC on such date.

(c)

On August 10, 2017: Greywolf Overseas Intermediate acquired 752,988 Shares from the Company upon conversion of $2,258,964 principal amount of Convertible Notes held by Greywolf Overseas Intermediate; MSP9 acquired 1,771,916 Shares from the Company upon conversion of $5,315,750 principal amount of Convertible Notes held by MSP9; and MSP5 acquired 385,205 Shares from the Company upon conversion of $1,155,616 principal amount of Convertible Notes held by MSP5.

(d)

The Investment Manager has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares beneficially owned by the Greywolf Funds as reported herein.  The Investment Manager General Partner is the general partner of the Investment Manager.  Savitz is the sole managing member of the Investment Manager General Partner.