0001144204-18-006670.txt : 20180208 0001144204-18-006670.hdr.sgml : 20180208 20180208171108 ACCESSION NUMBER: 0001144204-18-006670 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180208 DATE AS OF CHANGE: 20180208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54993 FILM NUMBER: 18586584 BUSINESS ADDRESS: STREET 1: 6595 S JONES BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7028914284 MAIL ADDRESS: STREET 1: 6595 S JONES BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: LAKES ENTERTAINMENT INC DATE OF NAME CHANGE: 20020806 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERMAN LYLE CENTRAL INDEX KEY: 0000903291 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55350 SC 13D/A 1 tv485260_sc13da.htm SC 13D/A

 

 

 

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)

 

 

 

*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.

 

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 13D  

 

 1  

NAMES OF REPORTING PERSONS

 

Lyle Berman

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  x     (b)  ¨

 

 3  

SEC USE ONLY

 

 

 4  

SOURCE OF FUNDS*

 

N/A

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

 

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 7  

SOLE VOTING POWER

 

1,496,197 Shares

 8  

SHARED VOTING POWER

 

0 Shares

 9  

SOLE DISPOSITIVE POWER

 

1,496,197 Shares

10  

SHARED DISPOSITIVE POWER

 

0 Shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,496,197 Shares

12  

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

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

5.4%

14  

TYPE OF REPORTING PERSON

 

IN

 

 2 

 

 

Item 1.Security and Issuer.

 

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.

 

Item 2.Identity and Background.

 

(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.

 

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

 

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.

 

Item 4.Purposes of Transaction.

 

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.

 

 3 

 

  

Item 5.Interest in Securities of the Issuer.

 

(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:

 

(i)892,841 shares held by the Lyle A. Berman Revocable Trust;

 

(ii)options to purchase 235,073 shares that may be exercised within 60 days;

 

(iii)211,403 shares held by Berman Consulting Corp. (a Minnesota corporation wholly-owned by Mr. Berman); and

 

(iv)156,880 shares held by Mr. Berman’s Roth IRA.

 

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.

 

(c)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.

 

(d)Not applicable.

 

(e)Not applicable.

 

Item 6.Contracts, Agreement, Understandings With Respect to Securities of the Issuer.

 

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.

 

Item 7.Exhibits.

 

None

 

 4 

 

  

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

/s/ Lyle Berman

  Lyle Berman

 

 5