0001593968-19-001341.txt : 20190607 0001593968-19-001341.hdr.sgml : 20190607 20190607145404 ACCESSION NUMBER: 0001593968-19-001341 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190605 FILED AS OF DATE: 20190607 DATE AS OF CHANGE: 20190607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marnell Anthony A. III CENTRAL INDEX KEY: 0001778574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24993 FILM NUMBER: 19885276 MAIL ADDRESS: STREET 1: C/O GOLDEN ENTERTAINMENT, INC. STREET 2: 6595 S JONES BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 ISSUER: 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 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 3 1 primary_01.xml PRIMARY DOCUMENT X0206 3 2019-06-05 0 0001071255 GOLDEN ENTERTAINMENT, INC. GDEN 0001778574 Marnell Anthony A. III 6595 S JONES BLVD LAS VEGAS NV 89118-3337 true false false false Common stock 651612 I By AM3 2012 Trust Common stock 93418 I By Alisa Marnell Trust Common stock 33995 I By Lyndy Marnell 2003 Trust The AM3 2012 Trust acquired 651,612 shares of issuer common stock pursuant to that certain Membership Interest Purchase Agreement, dated as of July 14, 2018, by and between Golden Entertainment, Inc. and Marnell Gaming, LLC. The Trust is an irrevocable trust for the benefit of certain family members of the reporting person. The reporting person is a co-trustee of the Trust and holds sole voting and dispositive power over the shares held by the Trust. The reporting person disclaims any beneficial ownership of these shares. The Alisa Marnell Trust acquired 93,418 shares of issuer common stock pursuant to that certain Membership Interest Purchase Agreement, dated as of July 14, 2018, by and between Golden Entertainment, Inc. and Marnell Gaming, LLC. The Trust is an irrevocable trust for the benefit of certain family members of the reporting person. The reporting person is the sole trustee of the Trust and holds sole voting and dispositive power over the shares held by the Trust. The reporting person disclaims any beneficial ownership of these shares. The Lyndy Marnell 2003 Trust acquired 33,995 shares of issuer common stock pursuant to that certain Membership Interest Purchase Agreement, dated as of July 14, 2018, by and between Golden Entertainment, Inc. and Marnell Gaming, LLC. The Trust is an irrevocable trust for the benefit of certain family members of the reporting person, and the reporting person is the spouse of the trustee of the Trust. The reporting person disclaims any beneficial ownership of these shares. Exhibit 24 - Power of Attorney /s/Charles H. Protell, attorney-in-fact 2019-06-07 EX-24 2 marnell3poa.txt EX-24 DOCUMENT EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles H. Protell, Sean T. Higgins and Phyllis Gilland, signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Golden Entertainment, Inc., a Minnesota corporation (the "Company"), and/or 10% holder of the Company's capital stock, Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, or to complete and execute any amendment or amendments thereto, and timely file such form or report with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of June, 2019. Signature: /s/ Anthony A. Marnell III Name: Anthony A. Marnell III