Goldfield Form 4 GOLDFIELD / STEPHEN R WHERRY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WHERRY STEPHEN R

(Last) (First) (Middle)

1684 W. HIBISCUS BLVD.

(Street)

MELBOURNE FL 32901-2631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDFIELD CORP [ GV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CoCEO,Sr.VP,CFO,Tres,AsstSec

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/30/2020		U		55,000(1)	D	$7	0	D
Common Stock	12/30/2020		D		50,000(2)	D	$7	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock, par value $0.10 per share, of The Goldfield Corporation, a Delaware corporation (the "Company") that were tendered to FR Utility Services Merger Sub, Inc., a Delaware corporation ("Acquisition Sub") and a wholly owned subsidiary of FR Utility Services, Inc., a Delaware corporation ("Parent"), in the tender offer commenced by Acquisition Sub pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 23, 2020 (the "Merger Agreement"), by and among the Company, Acquisition Sub and Parent, to purchase all of the outstanding shares of common stock of the Company at a price per share of $7.00, net to the seller in cash, without interest and less any applicable withholding taxes. The tender offer expired at one minute after 11:59 p.m., New York City Time, on December 29, 2020 and Acquisition Sub accepted all shares that were validly tendered and not properly withdrawn pursuant to the tender offer.

2. Pursuant to the terms of the Merger Agreement, each restricted stock unit ("RSU") that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) vested in full and was cancelled, and the holder thereof became entitled to receive, in respect of each share subject to such RSU, $7.00 in cash, without interest and less any applicable withholding taxes.

	Stephen R. Wherry	12/30/2020
	** 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 4 (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).
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