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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHERRY STEPHEN R 1684 W. HIBISCUS BLVD. MELBOURNE, FL 32901-2631 |
CoCEO,Sr.VP,CFO,Tres,AsstSec |
Stephen R. Wherry | 12/30/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(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. |
(2) | Pursuant to the terms of the Merger Agreement, each restricted stock unit ("RSU") that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) vested in full and was cancelled, and the holder thereof became entitled to receive, in respect of each share subject to such RSU, $7.00 in cash, without interest and less any applicable withholding taxes. |