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Form SC 13D/A GOLD RESERVE INC Filed by: Camac Fund, LP

August 17, 2022 9:19 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 2)

Under the Securities Exchange Act of 1934

 Gold Reserve Inc.
 (Name of Issuer)

 Common Stock
 (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)

 08/15/2022
(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
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
14,720,899
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
14,720,899
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,720,899
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.8%
 
 
 
 
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
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
14,720,899
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
14,720,899
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,720,899
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.8%
 
 
 
 
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
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
8,020,319
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,020,319
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 8,020,319
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.1%
 
 
 
 
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
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
6,700,580
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,700,580
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,700,580
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.7%
 
 
 
 
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
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
14,720,899
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
14,720,899
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,720,899
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


Item 1.
Security and Issuer

This Amendment No. 2 (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, by the Reporting Person with respect to the Common Stock 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, LP (“Camac Fund”) and Camac Fund II, LP (“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 8,020,319 Shares beneficially owned by Camac Fund is approximately $13,230,222, including brokerage commissions. The aggregate purchase price of the 6,700,580 Shares beneficially owned by Camac Fund II is approximately $9,264,308, including brokerage commissions.

 Item 5.
Interest in Securities of the Issuer

(a)          The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 99,547,710 shares of Common Stock outstanding, which is the total number of shares of Common Stock reported outstanding as of the Issuer’s Quarterly Report on Form 6-K, filed with the Securities and Exchange Commission on August 5, 2022.

As of the close of business on the date hereof, Camac Fund beneficially owned 8,020,319 shares of Common Stock and Camac Fund II beneficially owned 6,700,580 shares of Common Stock.
 
Percentage: Approximately 8.1% for Camac Fund and 6.7% for Camac Fund II.
 
(b)          By virtue of their respective positions with Camac Fund and Camac Fund II, each of Camac Partners, Camac Capital, and Eric Shahinian may be deemed to have shared power to vote and dispose of the Shares reported owned by Camac Fund.

(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 of Common Stock.
 
(e)          Not applicable.
 
Item 7.
Material to be Filed as Exhibits

  Exhibit 99.1
Joint Filing Agreement filed with the Schedule 13(D) on December 8, 2021 and incorporated by reference herein.


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:  August 16, 2022

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



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

The following table sets forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on August 16, 2022. Unless otherwise indicated, all such transactions were effected in the open market.

Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($USD)1
CAMAC FUND II, LP
8/16/2022
100
0.8900
8/15/2022
288,249
0.8896
8/12/2022
19,400
0.8915 (CAD 1.1512)
8/3/2022
8,000
0.8750
7/29/2022
8,000
0.8754
7/29/2022
34,100
0.8769 (CAD 1.1211)
7/28/2022
24,700
0.8779
7/27/2022
111,300
0.8348
7/26/2022
9,000
0.8800
7/26/2022
43,500
0.8517 (CAD 1.0966)
7/15/2022
6,983
0.8981
7/14/2022
38,895
0.8683
7/13/2022
12,700
0.8138
7/12/2022
22,300
0.8111
7/11/2022
16,700
0.8001 (CAD 1.0425)
7/11/2022
22,400
0.8076
7/8/2022
35,500
0.7800
7/7/2022
9,830
0.7710
7/6/2022
1,700
0.7710
7/5/2022
127,500
0.7644
7/1/2022
25,000
0.7710
6/30/2022
57,205
0.7706
6/29/2022
2,000
0.7500
6/28/2022
400
0.7400
6/27/2022
52,500
0.7400
6/23/2022
94,000
0.7400
6/22/2022
1,000
0.7400
6/17/2022
50,660
0.7400
6/16/2022
500
0.7400


1.
Purchases on 8/12, 7/29 (34,100 shares), 7/26 (43,500) and 7/11 (16,700 shares) were made in Canadian dollars. These purchases were converted to United States dollars using the prevailing conversion rate existing at the time of the purchases and included in the chart as converted to United States dollars. In the table above, the purchase price per share in Canadian dollars is set forth in parentheses next to the United States dollar purchase price per share.
 




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