Amended Statement of Ownership (sc 13g/a)
January 26 2018 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOLDEN
ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
381013 10 1
(CUSIP
Number)
January 23, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
The information required in 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.
381013 10 1
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1.
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Names of
Reporting Persons.
The Goldman Sachs Group, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
80,163
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
80,163
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
80,163
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.3%*
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12.
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Type of Reporting Person (See
Instructions)
HC-CO
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Page 2 of 11 pages
CUSIP No.
381013 10 1
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1.
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Names of
Reporting Persons.
Goldman Sachs & Co. LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
New
York
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
80,163
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
80,163
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
80,163
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.3%*
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12.
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Type of Reporting Person (See
Instructions)
BD-IA
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Page 3 of 11 pages
CUSIP No.
381013 10 1
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1.
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Names of
Reporting Persons.
WH Advisors, L.L.C. 2007
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.0%*
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 4 of 11 pages
CUSIP No.
381013 10 1
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1.
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Names of
Reporting Persons.
Whitehall Street Global Real Estate Limited Partnership
2007
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.0%*
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 5 of 11 pages
CUSIP No.
381013 10 1
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1.
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Names of
Reporting Persons.
W2007 Finance Sub, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.0%*
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 6 of 11 pages
CUSIP No.
381013 10 1
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1.
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Names of
Reporting Persons.
W2007/ACEP Holdings, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0.0%*
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12.
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Type of Reporting Person (See
Instructions)
OO
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*
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The ownership percentage for each Reporting Person as of January 23, 2018 is based upon a total number of 26,412,626 shares of common stock of Golden Entertainment, Inc. (Golden) outstanding as of January
11, 2018 according to Goldens final prospectus supplement filed with the Securities and Exchange Commission (the SEC) on January 19, 2018.
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Page 7 of 11 pages
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(a)
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Name of Issuer:
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Golden Entertainment, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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6595 S. Jones Blvd., Las Vegas, NV 89118
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(a)
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Name of Person Filing
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The Goldman Sachs Group, Inc.
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Goldman Sachs & Co. LLC
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WH Advisors, L.L.C. 2007
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Whitehall Street Global Real Estate Limited Partnership 2007
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W2007 Finance Sub, LLC
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W2007/ACEP Holdings, LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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The Goldman Sachs Group, Inc.
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Goldman Sachs & Co. LLC
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WH Advisors, L.L.C. 2007
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Whitehall Street Global Real Estate Limited Partnership 2007
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W2007 Finance Sub, LLC
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W2007/ACEP Holdings, LLC
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200 West Street
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New York, NY 10282
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(c)
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Citizenship
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The Goldman Sachs Group, Inc. - Delaware
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Goldman Sachs & Co. LLC - New York
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WH Advisors, L.L.C. 2007 - Delaware
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Whitehall Street Global Real Estate Limited Partnership 2007 - Delaware
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W2007 Finance Sub, LLC - Delaware
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W2007/ACEP Holdings, LLC - Delaware
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(d)
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Title of Class of Securities
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Common Stock, $.01 par value
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(e)
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CUSIP Number
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381013 10 1
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Item 3.
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Page 8 of 11 pages
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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☐
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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 (15 U.S.C.
80a-3);
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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☐
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A group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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If filing as a
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J),
please specify the type of institution:
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(a)
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Amount beneficially owned:
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See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of class:
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See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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Shared power to vote or to direct the vote
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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Sole power to dispose or to direct the disposition of
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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Shared power to dispose or to direct the disposition of
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See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 5 percent of the class of securities, check the following: ☒
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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See Exhibit (99.2)
Page 9 of 11 pages
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable
Item 9.
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Notice of Dissolution of Group.
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Not Applicable
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 §
240.14a-11.
*
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In accordance with the Securities and Exchange Commission Release
No. 34-39538
(January 12, 1998) (the
Release
), this filing reflects the securities
beneficially owned by certain operating units (collectively, the
Goldman Sachs Reporting Units
) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively,
GSG
). This filing does not
reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are
limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such
entities are held by persons other than the Goldman Sachs Reporting Units.
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Page 10 of 11 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: January 25, 2018
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The Goldman Sachs Group, Inc.
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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Goldman Sachs & Co. LLC
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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WH Advisors, L.L.C. 2007
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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Whitehall Street Global Real Estate Limited Partnership 2007
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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W2007 Finance Sub, LLC
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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W2007/ACEP Holdings, LLC
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by
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/s/ Abdul Khayum
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Name:
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Abdul Khayum
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Title:
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Attorney-in-fact
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Page 11 of 11 pages
INDEX TO EXHIBITS
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99.1
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Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed October 30, 2017)
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99.2
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Item 7 Information
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99.3
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Power of Attorney, relating to The Goldman Sachs Group, Inc.
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99.4
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Power of Attorney, relating to Goldman Sachs & Co. LLC
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99.5
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Power of Attorney, relating to WH Advisors, L.L.C. 2007
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99.6
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Power of Attorney, relating to Whitehall Street Global Real Estate Limited Partnership 2007
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99.7
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Power of Attorney, relating to W2007 Finance Sub, LLC
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99.8
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Power of Attorney, relating to W2007/ACEP Holdings, LLC
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