UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

GOLD RESERVE INC.

(Name of Issuer)

Class A common shares, no par value per share

(Title of Class of Securities)

38068N108

(CUSIP Number)

November 7, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the 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).

 

 

 

CUSIP No. 38068N108

 

  1    

  NAME OF REPORTING PERSON

 

  Theodore Walker Cheng-De King

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Malta

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  0

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  0%

12  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

Item 1(a). Name of Issuer: Gold Reserve Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at 999 West Riverside Avenue, Suite 401, Spokane, Washington 99201.

Item 2(a). Name of Person Filing: This Schedule 13G is being filed by Theodore Walker Cheng De-King (the “Reporting Person”).

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the residence of the Reporting Person is Unit 1502, 15th Floor, 99 Hennessy Road, Wanchai, Hong Kong.

Item 2(c). Citizenship: The Reporting Person is a citizen of Malta.

Item 2(d). Title of Class of Securities: Class A common shares, no par value per share.

Item 2(e). CUSIP No.: 38068N108

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

    ☐    Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

    ☐    Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

    ☐    Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

    ☐    Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

    ☐    An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

    ☐    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

    ☐    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

    ☐    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

    ☐    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

    ☐    A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

    ☐    Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________.

Not Applicable.

Item 4. Ownership.

The information set forth in rows 5 through 11 of the cover page to this Schedule 13G is incorporated by reference herein for the Reporting Person. 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

The Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 17, 2023      
     

/s/ Theodore Walker Cheng-De King

      Theodore Walker Cheng-De King
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