Goldfield SC 13D/A | SEC 18 Jun 18

Goldfield SC 13D/AGoldfield Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The Goldfield Corporation

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

381370105

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 14, 2018

(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 sent.

*	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 disclosures provided in a prior cover page.

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).


CUSIP No. 381370105		13D		Page 2 of 8 Pages


1.		Names of Reporting Persons. Thomas E. Lynch
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization USA


CUSIP No. 381370105		13D		Page 3 of 8 Pages


1.		Names of Reporting Persons. Scott P. Scharfman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization USA


CUSIP No. 381370105		13D		Page 4 of 8 Pages


1.		Names of Reporting Persons Mill Road Capital II GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 381370105		13D		Page 5 of 8 Pages


1.		Names of Reporting Persons. Mill Road Capital II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 381370105				Page 6 of 8 Pages

This Amendment No. 2 to the joint statement on Schedule 13D with respect to the common stock, par value $0.10 per share (the “Common Stock”), of The Goldfield Corporation, a Delaware corporation (the “Issuer”), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the “Fund”), Mill Road Capital II GP LLC, a Delaware limited liability company (the “GP”), Thomas E. Lynch and Scott P. Scharfman (collectively, the “Reporting Persons”) on February 16, 2018, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on April 13, 2018 (such joint statement, as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

1.	Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

“Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 2,044,499 shares of Common Stock for $9,320,862.42 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

2.	Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

“Item 5.

Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 25,451,354 shares of the Common Stock issued and outstanding as of May 3, 2018, as reported in the most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended March 31, 2018. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of June 18, 2018, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 2,044,499 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and each of Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 2,044,499 shares of Common Stock, or approximately 8.0% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 2,044,499 shares of Common Stock, or approximately 8.0% of the outstanding shares of Common Stock. Neither Mr. Jacobs nor Mr. Yanagi has beneficial ownership of any shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock since April 19, 2018 (the date 60 days prior to the filing of this Schedule 13D):


CUSIP No. 381370105				Page 7 of 8 Pages


Date of Purchase / Sale	Shares Purchased (#)		Avg. Purchase Price per Share ($)
4/30/2018		2,100		4.1500
6/14/2018		250,000		4.2500
6/18/2018		10,845		4.2500

Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash, and purchase prices do not reflect brokerage commissions paid.”

3.	Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature pages follow]


CUSIP No. 381370105				Page 8 of 8 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


DATE:June 18, 2018

MILL ROAD CAPITAL II, L.P.

By: Mill Road Capital II GP LLC, its General Partner

By:		/s/ Justin C. Jacobs
		Justin C. Jacobs Management Committee Director

MILL ROAD CAPITAL II GP LLC

By:		/s/ Justin C. Jacobs
		Justin C. Jacobs Management Committee Director

THOMAS E. LYNCH

By:		/s/ Justin C. Jacobs
		Justin C. Jacobs, attorney-in-fact

SCOTT P. SCHARFMAN

By:		/s/ Justin C. Jacobs
		Justin C. Jacobs, attorney-in-fact

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

Shared Voting Power

2,044,499

Sole Dispositive Power

Shared Dispositive Power

2,044,499