UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Golden Minerals Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
381119106
(CUSIP Number)
December 31, 2009
(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)
[X] 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 in the remainder of this cover page shall not be
deemed to be "filed" for 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).
Page 1 of 8 Pages
CUSIP No. 381119106 13G/A Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
392,841 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
392,841 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
392,841 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.15%
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 381119106 13G/A Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
392,841 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
392,841 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
392,841 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.15%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 381119106 13G/A Page 4 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
392,841 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
392,841 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
392,841 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.15%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 381119106 13G/A Page 5 of 8 Pages
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G
filed on May 29, 2009 (the "Original Schedule 13G), as amended by Amendment No.
1 filed on August 13, 2009 (the Original Schedule 13G as amended, the "Schedule
13G") with respect to shares of common stock, par value $0.01 per share ("Common
Stock") of Golden Minerals Company, a Delaware corporation (the "Company").
Capitalized terms used herein and not otherwise defined in this Amendment have
the meanings set forth in the Schedule 13G. This Amendment amends and restates
Item 2(a), 2(b), 2(c) and 4 in their entirety as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2009, (i) Highbridge International LLC beneficially
owned 392,841 shares of Common Stock and (ii) each of Highbridge Capital
Management, LLC and Glenn Dubin may have been deemed the beneficial owner of the
392,841 shares of Common Stock beneficially owned by Highbridge International
LLC.
As of the date of this filing, (i) Highbridge International LLC
beneficially owns 392,841 shares of Common Stock and (ii) each of Highbridge
Capital Management, LLC and Glenn Dubin may be deemed the beneficial owner of
the 392,841 shares of Common Stock beneficially owned by Highbridge
International LLC.
Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person. In addition, each of
Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial
ownership of shares of Common Stock held by Highbridge International LLC.
(b) Percent of class:
CUSIP No. 381119106 13G/A Page 6 of 8 Pages
The Company's quarterly report on Form 10-Q for the quarterly period
ended September 30, 2009, filed on November 2, 2009, indicates that as of
October 30, 2009, there were 3,232,735 shares of Common Stock issued and
outstanding. Therefore, as of December 31, 2009, based on the Company's
outstanding shares of Common Stock (i) Highbridge International LLC may have
been deemed to beneficially own 12.15% of the outstanding shares of Common Stock
of the Company and (ii) each of Highbridge Capital Management, LLC and Glenn
Dubin may have been deemed to beneficially own 12.15% of the outstanding shares
of Common Stock of the Company. The foregoing should not be construed in and of
itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person.
Amendment No. 2 to the Company's Registration Statemen, filed on Form
S-1/A on January 25, 2010 (the "Registration Statement"), indicates that as of
the date of such Registation Statement there were 4,483,309 shares of Common
Stock issued and outstanding. Therefore, as of the date of this filing, based on
the number of outstanding shares of Common Stock set forth in the Registration
Statement, (i) Highbridge International LLC may be deemed to beneficially own
8.76% of the outstanding shares of Common Stock of the Company and (ii) each of
Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially
own 8.76% of the outstanding shares of Common Stock of the Company. The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of shares of Common Stock owned by
another Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a)
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 10, 2010, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.
CUSIP No. 381119106 13G/A Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: February 10, 2010
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
------------------------------ ------------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
/s/ Glenn Dubin
------------------------------
GLENN DUBIN
CUSIP No. 381119106 13G/A Page 8 of 8 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, $0.01 par value, of Golden Minerals Company, is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 10, 2010
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
------------------------------ ------------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
/s/ Glenn Dubin
------------------------------
GLENN DUBIN