UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 12, 2019
(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 | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
2,248,537 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
2,248,537 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,248,537 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| 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 | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
2,248,537 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
2,248,537 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,248,537 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| 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 | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
2,248,537 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
2,248,537 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,248,537 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 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 | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
2,248,537 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
2,248,537 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,248,537 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 381370105 | Page 6 of 8 Pages |
This Amendment No. 3 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 and as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the reporting persons on June 18, 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 2,248,537 shares of Common Stock for $10,198,583.23 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 24,522,534 shares of Common Stock issued and outstanding as of March 7, 2019, as reported in the most recent annual report of the Issuer on Form10-K for its fiscal year ended December 31, 2018. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of March 20, 2019, 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, 2,248,537 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 2,248,537 shares of Common Stock, or approximately 9.2% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 2,248,537 shares of Common Stock, or approximately 9.2% 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 effected any transaction in shares of the Common Stock since January 19, 2019 (the date 60 days prior to the filing of this Schedule 13D).”
| CUSIP No. 381370105 | Page 7 of 8 Pages |
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: March 20, 2019 | ||
| 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 | ||
