SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Marnell Anthony A. III

(Last) (First) (Middle)
6595 S JONES BLVD

(Street)
LAS VEGAS NV 89118-3337

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2019
3. Issuer Name and Ticker or Trading Symbol
GOLDEN ENTERTAINMENT, INC. [ GDEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock 651,612 I By AM3 2012 Trust(1)
Common stock 93,418 I By Alisa Marnell Trust(2)
Common stock 33,995 I By Lyndy Marnell 2003 Trust(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/Charles H. Protell, attorney-in-fact 06/07/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.