Amended Statement of Beneficial Ownership (sc 13d/a)
August 03 2016 - 11:59AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Amendment #7
Under the Securities Exchange Act of 1934
THE GOLDFIELD
CORPORATION
(Name of Issuer)
COMMON STOCK, $.10 par value
(Title of Class of Securities)
381370105
(CUSIP Number)
Ellbar Partners Management, LLC
15 E. 5th Street, Suite 3200
Tulsa, Oklahoma 74103
(918) 796-3134
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2016
(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 §240.13d-7 for
other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP NO. 381370105
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SCHEDULE 13D
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1.
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NAME OF
REPORTING PERSON
Ellbar Partners Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,266,803
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,266,803
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,803
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.9%
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14.
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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2
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CUSIP NO. 381370105
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SCHEDULE 13D
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1.
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NAME OF
REPORTING PERSON
Stephen J. Heyman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
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(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,266,803
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,266,803
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,803
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.9%
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14.
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TYPE OF REPORTING PERSON
IN
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3
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CUSIP NO. 381370105
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SCHEDULE 13D
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1.
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NAME OF
REPORTING PERSON
James F. Adelson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
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(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,266,803
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,266,803
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,803
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.9%
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14.
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TYPE OF REPORTING PERSON
IN
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4
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CUSIP NO. 381370105
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SCHEDULE 13D
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The Schedule 13D filed with the Securities and Exchange Commission on May 18, 2007, as
amended on September 5, 2007, October 16, 2007, February 7, 2007, July 22, 2013, April 2, 2015, and June 6, 2016, is hereby amended as set forth herein.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated to read as follows:
As of July 5, 2016, Boston holds 633,154 shares of the Common Stock, and Yorktown holds 663,649 shares of the Common Stock. The source of
funds was the working capital of Boston and Yorktown, respectively. None of the Reporting Persons directly owns any shares of the Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated to read as follows:
(a), (b) According to the Issuers most recent Form 10-Q for the quarter ended March 31, 2016, filed May 6, 2016, there were 25,451,354
shares of Common Stock issued and outstanding as of May 4, 2016.
As of June 30, 2016, Boston was the holder of 633,154 shares
of Common Stock, and Yorktown was the holder of 663,649 shares of Common Stock, together representing a total of approximately 4.9% of the outstanding Common Stock of the Issuer. Each of Boston and Yorktown has sole direct voting and dispositive
powers over its shares of the Common Stock. As the sole Manager of each of Boston and Yorktown, EPM may exercise voting and dispositive powers over the shares of Common Stock held by Boston and Yorktown. As Managers of EPM, Stephen J. Heyman
and James F. Adelson may exercise voting and dispositive powers over the shares of Common Stock held by Boston and Yorktown. As a result, each of EPM, Stephen J. Heyman and James F. Adelson may be deemed to be an indirect beneficial
owner of the Common Stock held by Boston and Yorktown. EPM, Stephen J. Heyman and James F. Adelson disclaim beneficial ownership of the Common Stock held by Boston and Yorktown except to the extent of their pecuniary interest therein.
(c) Since the most recent filing on Schedule 13D, Boston and Yorktown disposed of 294,102 shares of Common Stock in a series of open market transactions
as set forth on Schedule A hereto.
(e) On June 30, 2016, each of the Reporting Persons ceased to be the beneficial owner of
more than 5% of the Common Stock of the Issuer.
5
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CUSIP NO. 381370105
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SCHEDULE 13D
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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: July 5, 2016
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ELLBAR PARTNERS MANAGEMENT, LLC
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By:
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/s/ STEPHEN J HEYMAN
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Stephen J. Heyman
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By:
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/s/ JAMES F ADELSON
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James F. Adelson, Manager
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/s/ STEPHEN J HEYMAN
Stephen J. Heyman
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/s/ JAMES F ADELSON
James F. Adelson
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CUSIP NO. 381370105
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SCHEDULE 13D
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SCHEDULE A
Open Market Dispositions of Common Stock
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Entity
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Date of Transaction
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Number of Shares Sold
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Price Per Share
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Boston
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6/6/2016
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28,000
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$2.84
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Yorktown
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6/6/2016
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16,691
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$3.03
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Yorktown
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6/7/2016
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2,773
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$3.09
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Boston
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6/8/2016
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5,000
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$3.16
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Yorktown
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6/8/2016
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5,000
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$3.16
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Yorktown
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6/9/2016
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1,993
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$3.15
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Boston
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6/10/2016
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12,500
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$3.03
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Yorktown
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6/10/2016
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12,500
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$3.03
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Boston
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6/14/2016
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1,599
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$3.00
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Yorktown
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6/14/2016
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1,500
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$3.00
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Boston
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6/16/2016
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25,000
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$3.04
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Yorktown
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6/16/2016
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25,000
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$3.04
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Boston
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6/17/2016
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15,000
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$3.05
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Yorktown
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6/17/2016
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15,000
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$3.05
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Boston
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6/20/2016
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6,000
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$3.15
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Yorktown
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6/20/2016
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5,146
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$3.15
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Boston
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6/21/2016
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14,000
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$3.10
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Yorktown
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6/21/2016
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11,000
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$3.10
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Boston
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6/22/2016
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25,000
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$3.26
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Yorktown
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6/22/2016
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25,000
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$3.26
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Boston
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6/23/2016
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400
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$3.28
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Boston
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6/29/2016
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10,500
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$3.21
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Yorktown
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6/29/2016
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9,500
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$3.21
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Boston
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6/30/2016
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10,000
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$3.22
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Yorktown
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6/30/2016
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10,000
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$3.22
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7
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