SEC Info - Gauger Dennis P - ‘3’ for 12/18/06 re: Golden Phoenix Minerals Inc.

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GAUGER DENNIS P

(Last)

(First)

(Middle)

620 EAST 100 NORTH

(Street)

ALPINE

84004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/06

3. Issuer Name and Ticker or Trading Symbol
GOLDEN PHOENIX MINERALS INC /MN/ [ GPXM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO & Principal Acctg. Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	⁽¹⁾	⁽²⁾	Common Stock	100,000	0.395	D

Explanation of Responses:

(1) 25,000 options shall vest and be exercisable on each of March 18, 2007, June 18, 2007, September 18, 2007 and December 18, 2007.

(2) The expiration date relative to the exercise of options vesting on March 18, 2007 shall be March 18, 2012. The expiration date relative to the exercise of the options vesting on June 18, 2007 shall be June 18, 2012. The expiration date relative to the exercise of the options vesting on September 18, 2007 shall be September 18, 2012. The expiration date relative to the exercise of the options vesting on December 18, 2007 shall be December 18, 2012.

	/s/ Dennis P. Gauger	12/18/06
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Gauger Dennis P – ‘3’ for 12/18/06 re: Golden Phoenix Minerals Inc.

On: Thursday, 12/21/06, at 2:43pm ET · For: 12/18/06 · As: Officer · Accession #: 1001277-6-551 · File #: 0-22905

Previous ‘3’: ‘3’ on 5/25/04 for 5/22/04 · Next: ‘3’ on 5/8/07 for 5/1/07 · Latest: ‘3’ on 4/10/14 for 4/8/14

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Gauger Dennis P – ‘3’ for 12/18/06 re: Golden Phoenix Minerals Inc.

On: Thursday, 12/21/06, at 2:43pm ET · For: 12/18/06 · As: Officer · Accession #: 1001277-6-551 · File #: 0-22905

Previous ‘3’: ‘3’ on 5/25/04 for 5/22/04 · Next: ‘3’ on 5/8/07 for 5/1/07 · Latest: ‘3’ on 4/10/14 for 4/8/14

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents