Edgar Filing: Palmer Roger

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Palmer Roger

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2012

3. Issuer Name and Ticker or Trading Symbol
GOLDEN STAR RESOURCES LTD [GSS]

(Last)

(First)

(Middle)

10901 WEST TOLLER DRIVE,Â SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President & CFO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LITTLETON,Â COÂ 80127

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	18,358	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Share Options (Right to Buy)	01/30/2002⁽²⁾	01/30/2012⁽⁴⁾	Common Shares	4,333	$ 1.16 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	01/30/2003⁽²⁾	01/30/2013	Common Shares	8,667	$ 3.15 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	01/26/2005⁽³⁾	01/26/2015	Common Shares	10,000	$ 4.6 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	01/31/2006⁽³⁾	01/31/2016	Common Shares	19,000	$ 3.96 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	02/02/2007⁽³⁾	02/02/2017	Common Shares	13,026	$ 3.97 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	03/20/2008⁽³⁾	03/20/2018	Common Shares	70,000	$ 3.51 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	08/20/2008⁽³⁾	08/20/2018	Common Shares	50,000	$ 1.64 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	03/05/2009⁽³⁾	03/05/2019	Common Shares	75,000	$ 1.71 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	03/11/2010⁽³⁾	03/11/2020	Common Shares	50,000	$ 3.54 ⁽¹⁾	D	Â
Common Share Options (Right to Buy)	03/09/2011⁽³⁾	03/09/2021	Common Shares	50,000	$ 2.84 ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Palmer Roger 10901 WEST TOLLER DRIVE SUITE 300 LITTLETON,Â COÂ 80127	Â	Â	Â Vice President & CFO	Â

Signatures

/s/ Roger Palmer		02/07/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Stock options were priced in CDN$; this is the US$ Equivalent. Following are the CDN$ values: Issuance Date: 01/30/2002 Exercise Price: Cdn$ 1.16; Issuance Date: 01/30/2003 Exercise Price: Cdn$ 3.14; Issuance Date: 01/26/2005 Exercise Price: Cdn$ 4.58; Issuance Date: 01/31/2006 Exercise Price: Cdn$ 3.94; Issuance Date: 02/02/2007 Exercise Price: Cdn$ 3.95; Issuance Date: 03/20/2008 Exercise Price: Cdn$ 3.50; Issuance Date: 08/20/2008 Exercise Price: Cdn$ 1.63; Issuance Date: 03/05/2009 Exercise Price: Cdn$ 1.70; Issuance Date: 03/11/2010 Exercise Price: Cdn$ 3.53; Issuance Date: 03/09/2011 Exercise Price: Cdn$ 2.83
(2)	Vesting schedule is as follows: 33.3% on grant; 33.3% on 1st and 2nd anniversaries of grant date.
(3)	Vesting schedule is as follows: 25% on grant; 25% on 1st, 2nd and 3rd anniversaries of grant date.
(4)	Option expiration extended until ten (10) days after the end of the current blackout period pursuant to the terms of the Third Amended and Restated 1997 Stock Option Plan.

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