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CUSIP No. 381370105
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Page
6
of 8 Pages
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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.
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Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
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Item 3.
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Source and Amount of Funds or Other Consideration
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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.
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Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as
follows:
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Item 5.
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Interest in Securities of the Issuer
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(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting
Persons 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 Form
10-K
for its fiscal year ended December 31, 2018. All of the share numbers reported below, and on each Reporting Persons 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).