Statement of Changes in Beneficial Ownership (4)
December 30 2020 - 11:57AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LEITNER DANFORTH E |
2. Issuer Name and Ticker or Trading Symbol
GOLDFIELD CORP
[
GV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2020 |
(Street)
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/30/2020 | | U | | 69730 (1) | D | $7 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents shares of common stock, par value $0.10 per share, of The Goldfield Corporation, a Delaware corporation (the "Company") that were tendered to FR Utility Services Merger Sub, Inc., a Delaware corporation ("Acquisition Sub") and a wholly owned subsidiary of FR Utility Services, Inc., a Delaware corporation ("Parent"), in the tender offer commenced by Acquisition Sub pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 23, 2020 (the "Merger Agreement"), by and among the Company, Acquisition Sub and Parent, to purchase all of the outstanding shares of common stock of the Company at a price per share of $7.00, net to the seller in cash, without interest and less any applicable withholding taxes. The tender offer expired at one minute after 11:59 p.m., New York City Time, on December 29, 2020 and Acquisition Sub accepted all shares that were validly tendered and not properly withdrawn pursuant to the tender offer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LEITNER DANFORTH E
| X |
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Signatures
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Danforth E. Leitner | | 12/30/2020 |
**Signature of Reporting Person | Date |
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