| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/20/2017 |
3. Issuer Name and Ticker or Trading Symbol
GOLDEN ENTERTAINMENT, INC. [ GDEN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 10/30/2017 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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, par value $0.01 per share | 4,050,104 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), WH Advisors, L.L.C. 2007 ("WH Advisors"), Whitehall Street Global Real Estate Limited Partnership 2007 ("Whitehall"), W2007 Finance Sub, LLC ("Finance") and W2007/ACEP Holdings, LLC ("Holdco," and together with WH Advisors, Whitehall and Finance, the "GS Investing Entities"). GS Group, Goldman Sachs, WH Advisors, Whitehall, Finance and Holdco are defined collectively, as the "Reporting Persons." |
| 2. GS Group, Goldman Sachs, WH Advisors, Whitehall and Finance may be deemed to beneficially own indirectly 4,046,494 shares of common stock, par value $0.01 per share (the "Common Stock") of Golden Entertainment, Inc. (the "Issuer") by reason of the direct beneficial ownership of such shares by Holdco. Affiliates of GS Group are the general partner, managing general partner or other manager of the GS Investing Entities. Goldman Sachs is an investment manager of certain of the GS Investing Entities. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 3,610 shares of Common Stock and Goldman Sachs also had open short positions of 33,286 shares of Common Stock. |
| 3. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| This amendment to the Initial Statement of Beneficial Ownership of Securities filed on Form 3, filed with the Securities and Exchange Commission on October 30, 2017, is being filed in order to include Powers of Attorney that were omitted from the original filing. |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| /s/ Yvette Kosic, Attorney-in-fact | 10/30/2017 | |
| ** 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. | ||