GV Goldfield Corp

This Amendment No. 1 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 (such joint statement, as amended herein, the “ Schedule 13D ”), amends the Schedule 13D as follows:

1.    The third sentence of paragraph (a) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:

‘Messrs. Lynch and Scharfman, and Justin C. Jacobs and Eric Yanagi, are the management committee directors of the GP and, in this capacity, are referred to in this Schedule 13D as the “ Managers .”’

2.    Paragraph (b) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:

“The business address of each of the Managers (other than Messrs. Scharfman and Yanagi), and the address of the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The business address of each of Messrs. Scharfman and Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco, CA 94080.”

“ Item 3.      Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of an aggregate of 1,735,910 shares of Common Stock for $8,020,630.14 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.”

“ 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 March 9, 2018, as reported in the most recent annual report of the Issuer on Form 10-K for its fiscal year ended December 31, 2017. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of April 13, 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, 1,735,910 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 1,735,910 shares of Common Stock, or approximately 6.8% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,735,910 shares of Common Stock, or approximately 6.8% 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 February 16, 2018 (the date of the initial filing of this Schedule 13D) to April 13, 2018:

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.”

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

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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.