Sec Form 13D Filing - La Mancha Holding S.A R.L. filing for GOLDEN STAR RESOURCES LTD. (GLNS) - 2020-01-30

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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, as amended (the “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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EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D originally filed by certain of the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2018, as amended by Amendment No. 1 thereto filed on October 15, 2018 and Amendment No. 2 thereto filed on November 25, 2019 (the “Schedule 13D”).

This Amendment amends Item 3, Item 4, Item 5 and Item 7 of the Schedule 13D as set forth below.  Except as specifically amended by this Amendment, each Item of the Schedule 13D remains unchanged.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following:

From November 27, 2019 through December 2, 2019, LMH executed trades in the open market to acquire beneficial ownership of 117,600 shares of the Issuer Common Stock (the “LMH Covered Trades”).  From December 4, 2019 through January 27, 2020, LMSI executed trades in the open market to acquire beneficial ownership of 1,043,066 shares of the Issuer Common Stock (the “LMSI Covered Trades” and, together with the LMH Covered Trades, the “Covered Trades”). The LMH Covered Trades were funded with cash on LMH’s balance sheet available for investment and the LMSI Covered Trades were funded with cash on LMH’s balance sheet available for investment, on behalf of LMSI.

On December 4, 2019 and December 5, 2019, in connection with internal transfers, LMH transferred 270,600 shares of the Issuer Common Stock, which it directly held, to LMSI.

The information set forth in Item 5 of this Amendment is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following:

LMH and LMSI acquired beneficial ownership of the Issuer Common Stock in the Covered Trades for investment purposes and intends to review their investment in the Issuer on a continuing basis.  The information contained in each of Item 3 and Item 5 of this Amendment is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended by amending and restating captions (a) and (c) thereof to read as follows:

(a)         LMSI is the beneficial owner of 33,955,766 shares, or approximately 31.1% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).

LMH, as the sole shareholder of LMSI, may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI. As such, LMH may be deemed the indirect beneficial owner of 33,955,766 shares of the Issuer Common Stock, or approximately 31.1% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).

Marchmont, as the sole shareholder of LMH, may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI.  As such, Marchmont may be deemed the indirect beneficial owner of 33,955,766 shares, or approximately 31.1% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).

Mrs. Yousriya Nassif Loza, as the sole shareholder of Marchmont may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI.  As

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such, Mrs. Yousriya Nassif Loza may be deemed the indirect beneficial owner of 33,955,766 shares, or approximately 31.1% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).

Each of the Reporting Persons disclaims beneficial ownership in all shares of the Issuer Common Stock reported herein, except to the extent of the Reporting Person’s respective pecuniary interest therein.  All share percentage calculations in this Amendment are based on 109,244,620 shares of the Issuer Common Stock issued and outstanding as of October 25, 2019, as reported under the section “Description of Common Shares” in the Issuer’s Amendment No. 1 to Form F-10 filed with the U.S. Securities and Exchange Commission on October 29, 2019.

(c)          From November 27, 2019 through December 2, 2019, LMH acquired beneficial ownership of an aggregate of 117,600 shares of the Issuer Common Stock in the LMH Covered Trades at an average price per share of $3.2508, for a total purchase price equal to $382,288.29.

From December 4, 2019 through January 27, 2020, LMSI acquired beneficial ownership of an aggregate of 1,043,066 shares of the Issuer Common Stock in the LMSI Covered Trades at an average price per share of $3.1685, for a total purchase price equal to $3,304,980.67.

Other than as described in this Amendment and the Schedule 13D, the Reporting Persons and, to the Reporting Persons’ knowledge, the Covered Individuals, have not effected any transactions in the Issuer Common Stock during the last 60 days.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by inserting the following:

*Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***].

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

Dated: January 30, 2020

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