SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 2 OF 8
1 Names of Reporting Persons
Ocho Investments LLC
2 Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3 Sec Use Only
4 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power
1,504,389
6 Shared Voting Power
0
7 Sole Dispositive Power
1,504,389
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,389
10 Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
11 Percent of class represented by amount in row (9)
8.5%
12 Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 3 OF 8
1 Names of Reporting Persons
Andris Upitis
2 Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3 Sec Use Only
4 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power
1,504,389
6 Shared Voting Power
0
7 Sole Dispositive Power
1,504,389
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,389
10 Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
11 Percent of class represented by amount in row (9)
8.5%
12 Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 4 OF 8
Item 1.
(a) Name of Issuer:
Nevada Gold & Casinos, Inc.
(b) Address of Issuer's Principal Executive Offices:
133 E. Warm Springs Road, Suite 102, Las Vegas Nevada 89119
Item 2.
(a) Name of Person Filing:
(1) Ocho Investments LLC, with respect to the shares of Common Stock directly held by it; and
(2) Andris Upitis, as the sole manager and member of Ocho Investments LLC, with respect to the shares of Common Stock held by Ocho Investments LLC.
(b) Address of Principal Business Office or, if None, Residence:
5170 Howards Point Road, Excelsior, Minnesota 55331
(c) Citizenship:
(1) Ocho Investments LLC is a Delaware limited liability company.
(2) Andris Upitis is a United States citizen.
(d) Title and Class of Securities:
Common Stock, $0.12 par value per share
(e) CUSIP No.:
64126Q206
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 5 OF 8
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
(a) [_] Broker or dealer registered under Section 15 of the
Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940;
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [_] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type
of institution:
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 6 OF 8
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows
(5) - (11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G are calculated based
upon an aggregate of 17,798,356 common shares reported to be
outstanding as of September 1, 2016, as disclosed in the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ended on
October 31, 2016 filed on December 15, 2016.
(a) Amount Beneficially Owned:
(b) Percent of Class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition
of:
(iv) Shared power to dispose or to direct the disposition
of:
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company or
control person.
Not Applicable
Item 8. Identification and classification of members of the group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under Section 240.14a-11.
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 7 OF 8
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.
Dated: February 9, 2017
OCHO INVESTMENTS LLC
By: /s/ Andris Upitis
Name: Andris Upitis
Title: Manager
By: /s/ Andris Upitis
Name: Andris Upitis
SCHEDULE 13G
CUSIP No. 64126Q206
PAGE 8 OF 8
JOINT FILING AGREEMENT
The undersigned agree that the statement on Schedule 13G with respect to the Common Stock of Nevada Gold & Casinos, Inc., dated
as of February 9, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned
shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: February 9, 2017
OCHO INVESTMENTS LLC
By: /s/ Andris Upitis
Name: Andris Upitis
Title: Manager
By: /s/ Andris Upitis
Name: Andris Upitis