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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nevada Gold & Casinos, Inc.
(Name of Issuer)
Common Stock, $0.12 par value
(Title of Class of Securities)
64126Q206
(CUSIP Number)
November 30, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*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 the 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. 64126Q206 |
SCHEDULE 13G |
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1 |
Name of Reporting Person | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) As a result of his relationship with The Carl E. Giudici Trust dated October 31, 1997, as amended, Carl E. Giudici may be deemed to have shared voting, investment and/or dispositive power with respect to 1,190,476 common shares held by The Carl E. Giudici Trust dated October 31, 1997, as amended.
(2) The percentages set forth in this Schedule 13G are calculated based on 17,763,856 common shares outstanding as of March 1, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended on January 31, 2016.
CUSIP No. 64126Q206 |
SCHEDULE 13G |
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1 |
Name of Reporting Person | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) As a result of his relationship with The Carl E. Giudici Trust dated October 31, 1997, as amended, Carl E. Giudici may be deemed to have shared voting, investment and/or dispositive power with respect to 1,190,476 common shares held by The Carl E. Giudici Trust dated October 31, 1997, as amended.
(2) The percentages set forth in this Schedule 13G are calculated based on 17,763,856 common shares outstanding as of March 1, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended on January 31, 2016.
CUSIP No. 64126Q206 |
SCHEDULE 13G |
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Item 1. |
Name and Address of Issuer: | |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices |
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Item 2. |
Name, Address and Citizenship of the Persons Filing | |
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(a) |
Name of Persons Filing
The Reporting Persons have entered into a Joint Filing Agreement, dated June 22, 2016, pursuant to which the Reporting Persons have agreed to file this statement in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship
Carl E. Giudici is a citizen of the United States of America. |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP No. |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Not applicable. |
CUSIP No. 64126Q206 |
SCHEDULE 13G |
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Item 4. |
Ownership |
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The Carl E. Giudici Trust |
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Carl E. Giudici |
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Amount beneficially owned: |
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1,190,476 |
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1,194,256 |
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Percent of class:(1) |
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6.7 |
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6.72 |
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Number of shares as to which the person has: |
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Sole power to vote or to direct the vote: |
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0 |
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3,780 |
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Shared power to vote or to direct the vote:(2) |
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1,190,476 |
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1,190,476 |
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Sole power to dispose or to direct the disposition of: |
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0 |
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3,780 |
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Shared power to dispose or to direct the disposition of: (2) |
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1,190,476 |
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1,190,476 |
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(1) The percentages set forth in this Schedule 13G are calculated based on 17,763,856 shares of Common Stock outstanding as of March 1, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended on January 31, 2016.
(2) As a result of his relationship with the Giudici Trust, Carl E. Giudici may be deemed to have shared voting, investment and/or dispositive power with respect to 1,190,476 shares of Common Stock held by the Giudici Trust.
Item 5. |
Ownership of 5 Percent or Less of a Class |
Not applicable. | |
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable. | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable. | |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. | |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
Item 10. |
Certification |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certify that the information set forth in this Schedule 13G is true, complete and correct.
Dated: June 22, 2016 |
/s/ Carl E. Giudici | |
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Carl E. Giudici | |
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The Carl E. Giudici Trust dated October 31, 1997 | |
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By: |
/s/ Carl E. Giudici |
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Carl E. Giudici, Trustee |
Exhibit A
Agreement Regarding the Joint Filing of Schedule 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: June 22, 2016 |
/s/ Carl E. Giudici | |
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Carl E. Giudici | |
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The Carl E. Giudici Trust dated October 31, 1997 | |
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By: |
/s/ Carl E. Giudici |
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Carl E. Giudici, Trustee |