Amended Statement of Beneficial Ownership (sc 13d/a)
February 08 2018 - 5:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS
THERETO FILED
PUSUANT TO SECTION 240.13d-2(a)
(Amendment No. 7)*
GOLDEN ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
381013 10 1
(CUSIP Number)
Lyle Berman
130 Cheshire Lane
Minnetonka, MN 55305
(952) 449-7000
With a copy to:
Martin R. Rosenbaum, Esq.
Maslon LLP
90 South 7th Street, Suite 3300
Minneapolis, MN 55402
(612-672-8200)
(Name, Address and Telephone Number of
Person Authorized To Receive Notices and Communications)
January 23, 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 §§ 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
to be sent.
(continued on following pages)
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*
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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.
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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. 381013 10 1
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13D
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1
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NAMES OF REPORTING PERSONS
Lyle Berman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,496,197 Shares
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8
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SHARED VOTING POWER
0 Shares
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9
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SOLE DISPOSITIVE POWER
1,496,197 Shares
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10
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SHARED DISPOSITIVE POWER
0 Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,496,197 Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
x
5,496 shares held by the Theresa Berman 2012 Irrevocable
Trust For the Benefit of Lyle A. Berman
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
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14
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TYPE OF REPORTING PERSON
IN
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the common stock, $.01 par value
per share (the “Shares”), of Golden Entertainment, Inc., a Minnesota corporation (the “Issuer” or “Golden”).
The address of Golden’s principal executive office is 6595 S. Jones Blvd., Las Vegas, NV 89118.
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Item 2.
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Identity and Background.
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(a)-(c) Lyle Berman, the person filing this Amendment to
Schedule 13D (the “Reporting Person” or “Mr. Berman”), is a director of Golden. His business address
is 130 Cheshire Lane, Minnetonka, MN 55305.
(d)-(e) During the last five years, Mr. Berman has
not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Berman is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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As previously reported, Mr. Berman received 274,992 shares
from his former spouse in 2011 pursuant to a marriage dissolution agreement. All other shares were purchased by Mr. Berman
with personal funds.
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Item 4.
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Purposes of Transaction.
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The shares of common stock of Golden subject to this Statement
are held by Mr. Berman solely for investment purposes. Although Mr. Berman has not formulated any other definitive plan,
he may from time to time acquire, or dispose of, common stock and/or other securities of Golden if and when he deems it appropriate.
Mr. Berman may formulate other purposes, plans or proposals relating to any of such securities of Golden to the extent deemed
advisable in light of market conditions, investment policies and other factors.
Mr. Berman has no current plans or proposals which would
relate to or would result in any of the following matters:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer’s business
or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company
Act of 1940;
(g) Changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
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(a), (b) Mr. Berman beneficially owns and has sole voting
power and sole power to dispose with respect to 1,496,197 shares of Common Stock, including:
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(i)
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892,841 shares held by the Lyle A. Berman Revocable Trust;
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(ii)
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options to purchase 235,073 shares that may be exercised within 60 days;
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(iii)
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211,403 shares held by Berman Consulting Corp. (a Minnesota corporation wholly-owned by Mr. Berman); and
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(iv)
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156,880 shares held by Mr. Berman’s Roth IRA.
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This does not include 5,496 shares held by the Theresa Berman 2012 Irrevocable
Trust For the Benefit of Lyle A. Berman. Mr. Berman is not trustee of such trust and
disclaims beneficial ownership of these shares.
Mr. Berman holds 5.4% of Golden’s common stock. Based
upon the final prospectus filed by Golden on January 23, 2018, after taking into account the effect of the offering Golden should
have 27,387,626 shares outstanding as of January 23, 2018.
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(c)
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On January 16, 2018, Mr. Berman entered into an agreement with certain underwriters to sell up to 750,000 shares of Golden.
The sale of these shares was consummated on January 23, 2018 at a price of $26.635 per share.
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Item 6.
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Contracts, Agreement, Understandings With Respect to Securities of the Issuer.
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On January 18, 2018, Mr. Berman, along with other shareholders,
entered into an agreement to sell up to 750,000 shares of Golden’s common stock. The offering closed on January 23, 2018.
As a result of this transaction and the offering, the percentage of Golden’s outstanding common stock beneficially owned
by Mr. Berman was reduced to 5.4%. Based upon the final prospectus dated January 23, 2018, Golden was expected to have 27,387,626
shares outstanding as of January 23, 2018 and Mr. Berman beneficially owns 1,496,196 (or 5.4%) of Golden’s outstanding common
stock.
Mr. Berman is a director of Golden.
Other than as stated above, Mr. Berman has not entered
into any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to the
securities of Golden, including, but not limited to, transfer or voting of any securities of the Golden, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding
of proxies.
None
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 8, 2018
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/s/ Lyle Berman
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Lyle Berman
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