UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Golden
Enterprises, Inc.
(Name of Issuer)
Common Stock, Par Value $0.66 2/3
(Title of Class of Securities)
381010107
(CUSIP Number)
Todd M. Enright
White Winston Select Asset Funds, LLC
2150 South 1300 East
Suite 500
Salt Lake
City, UT 84106
801-938-7540
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 5, 2015
(Date of
Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter 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).
13D
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CUSIP No. 381010107 |
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Page 2 of 10 Pages |
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1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) White
Winston Select Asset Fund GF-14, LLC |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
WC |
5. |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7. |
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Sole voting power
0 |
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8. |
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Shared voting power
565,000 |
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9. |
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Sole dispositive power
0 |
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10. |
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Shared dispositive power
565,000 |
11. |
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Aggregate amount beneficially owned by each reporting person
565,000 |
12. |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11) 5.0% |
14. |
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Type of reporting person (see
instructions) OO |
13D
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CUSIP No. 381010107 |
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Page 3 of 10 Pages |
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1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) White
Winston Select Asset Funds, LLC |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
OO |
5. |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization Utah |
Number of
shares beneficially
owned by each
reporting person
with |
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7. |
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Sole voting power
0 |
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8. |
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Shared voting power
565,000 |
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9. |
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Sole dispositive power
0 |
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10. |
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Shared dispositive power
565,000 |
11. |
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Aggregate amount beneficially owned by each reporting person
565,000 |
12. |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11) 5.0% |
14. |
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Type of reporting person (see
instructions) HC, OO |
13D
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CUSIP No. 381010107 |
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Page 4 of 10 Pages |
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1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Todd M.
Enright |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
OO |
5. |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization Utah |
Number of
shares beneficially
owned by each
reporting person
with |
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7. |
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Sole voting power
0 |
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8. |
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Shared voting power
565,000 |
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9. |
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Sole dispositive power
0 |
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10. |
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Shared dispositive power
565,000 |
11. |
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Aggregate amount beneficially owned by each reporting person
565,000 |
12. |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11) 5.0% |
14. |
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Type of reporting person (see
instructions) HC, OO |
13D
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CUSIP No. 381010107 |
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Page 5 of 10 Pages |
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1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark
Blundell |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
OO |
5. |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization Utah |
Number of
shares beneficially
owned by each
reporting person
with |
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7. |
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Sole voting power
0 |
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8. |
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Shared voting power
565,000 |
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9. |
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Sole dispositive power
0 |
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10. |
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Shared dispositive power
565,000 |
11. |
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Aggregate amount beneficially owned by each reporting person
565,000 |
12. |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11) 5.0% |
14. |
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Type of reporting person (see
instructions) HC, OO |
13D
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CUSIP No. 381010107 |
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Page 6 of 10 Pages |
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1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Donald
Feagan |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
OO |
5. |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization Utah |
Number of
shares beneficially
owned by each
reporting person
with |
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7. |
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Sole voting power
0 |
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8. |
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Shared voting power
565,000 |
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9. |
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Sole dispositive power
0 |
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10. |
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Shared dispositive power
565,000 |
11. |
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Aggregate amount beneficially owned by each reporting person
565,000 |
12. |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11) 5.0% |
14. |
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Type of reporting person (see
instructions) HC, OO |
13D
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CUSIP No. 381010107 |
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Page
7
of 10 Pages |
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, par value $0.66 2/3 (the Shares), issued by Golden Enterprises, Inc. (the
Issuer). The address of the principal executive offices of the Issuer is One Golden Flake Drive, Birmingham, Alabama 35205.
Item 2. Identity and Background.
The persons filing this statement (together, the Reporting Persons) are White Winston Select Asset Fund GF-14, LLC, a limited
liability company organized under the laws of the state of Delaware (the Fund), White Winston Select Asset Funds, LLC, a limited liability company organized under the laws of the state of Utah (the Manager), and Todd M.
Enright, Mark Blundell and Donald Feagan, the managers of the Manager (the Partners). The address of the principal business and of the principal office of the Reporting Persons is 2150 South 1300 East, Suite 500, Salt Lake City, Utah
84106.
The Reporting Persons are primarily engaged in the business of investing in securities. The Manager is the sole manager of the
Fund and the Partners are members and the sole managers of the Manager.
Neither of the Reporting Persons, nor any manager or executive
officer of the Reporting Persons has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
The aggregate purchase price of the Shares beneficially owned by the Reporting Persons was approximately $2,578,016.44 (including commissions
and premiums for options to purchase Shares). The Fund purchased the Shares using funds from working capital, which funds were originally obtained through a private offering of the Funds units of membership interest pursuant to Rule 506(b) of
Regulation D promulgated under the Securities Act of 1933, as amended.
Item 4. Purpose of Transaction.
The Fund acquired a position in the Shares in the belief that they were undervalued. The Reporting Persons have been in discussions with
members of the Issuers management and Board of Directors since September 2014 regarding ways to enhance shareholder value, and the possibility of representation for the Fund on the Issuers Board of Directors.
Since January of 2015, the Reporting Persons have been in discussions with Issuers management concerning entering into an agreement with
Issuer pursuant to which the Fund would receive the right to nominate one person to the Issuers Board of Directors once the Fund owns eight percent (8%) of the Issuers outstanding capital stock. The Issuers management would
recommend the election of such nominee to the Issuers Board of Directors and, if approved by the Board of Directors, such nominee would then be recommended to the Issuers Stockholders/Voting Committee for election to the Issuers
Board. The Voting Committee has the right to vote a majority of the Issuers common stock and therefore exercises voting control over the Issuer. The Issuers management would continue to nominate eleven (11) members of the
Issuers Board of Directors. The Manager is now in the process of negotiating with management of Issuer an agreement between the Fund and the Issuer providing for the Funds right to representation on the Issuers Board of Directors,
which agreement is subject to approval of the Issuers Board of Directors.
In addition, the Reporting Persons may provide
information on other qualified Board candidates who could be considered for Board representation based upon the Issuers standard policies for the election of Board members as set forth in its annual Proxy Statement.
The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments
or other securities, if any, (collectively, Securities) of the Issuer or its affiliates in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any
hedging or similar transaction with respect to the Securities.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons may be deemed to beneficially own, in the aggregate 565,000 Shares (including options to purchase Shares) (the
Purchased Shares), representing approximately 5.0% of the Issuers outstanding capital stock based upon the 11,291,757 shares of the Issuers Common Stock stated to be outstanding as of March 31, 2015, in the Issuers
Form 10-Q filing with the Securities and Exchange Commission on April 9, 2015.
13D
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CUSIP No. 381010107 |
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Page
8
of 10 Pages |
The Manager, by virtue of its relationship to the Fund, and the Partners, by virtue of their
relationship to the Manager, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the Purchased Shares. The Manager and the Partners disclaim beneficial ownership
of the Purchased Shares for all other purposes.
The Fund has sole voting power and sole dispositive power with regard to the Purchased
Shares (including Shares underlying call options). The Manager and the Partners have shared voting power and shared dispositive power with regard to the Purchased Shares.
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting
Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
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Name of Reporting Person |
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Date of Transaction |
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Amount of Securities |
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Price Per Share |
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White Winston Select Asset Fund GF-14, LLC |
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June 10, 2015 |
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200 |
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$ |
4.03 |
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White Winston Select Asset Fund GF-14, LLC |
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June 11, 2015 |
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6,000 |
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$ |
4.17 |
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White Winston Select Asset Fund GF-14, LLC |
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June 16, 2015 |
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6,000 |
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$ |
4.20 |
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White Winston Select Asset Fund GF-14, LLC |
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July 29, 2015 |
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646 |
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$ |
4.00 |
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White Winston Select Asset Fund GF-14, LLC |
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August 5, 2015 |
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12 |
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$ |
4.00 |
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White Winston Select Asset Fund GF-14, LLC |
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August 5, 2015 |
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4,476 |
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$ |
4.10 |
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material
to Be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
13D
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CUSIP No. 381010107 |
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Page
9
of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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WHITE WINSTON SELECT ASSET FUND GF-14, LLC |
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By: White Winston Select Asset Funds, LLC |
Title: Manager |
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By: |
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/s/ Todd M.
Enright |
Todd M. Enright |
Partner |
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August 7, 2015 |
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WHITE WINSTON SELECT ASSET FUNDS, LLC |
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By: |
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/s/ Todd M.
Enright |
Todd M. Enright |
Partner |
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August 7, 2015 |
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Todd M. Enright |
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/s/ Todd M. Enright |
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August 7, 2015 |
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Mark Blundell |
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/s/ Mark Blundell |
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August 7, 2015 |
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Donald Feagan |
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/s/ Donald Feagan |
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August 7, 2015 |
Exhibit A
Joint Filing Agreement
The undersigned
agree to jointly file a Schedule 13D relating to their beneficial ownership of the Common Stock, Par Value $0.66 2/3, of Golden Enterprises, Inc.
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WHITE WINSTON SELECT ASSET FUND GF-14, LLC |
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By: White Winston Select Asset Funds, LLC |
Title: Manager |
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By: |
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/s/ Todd M.
Enright |
Todd M. Enright |
Partner |
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August 7, 2015 |
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WHITE WINSTON SELECT ASSET FUNDS, LLC |
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By: |
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/s/ Todd M.
Enright |
Todd M. Enright |
Partner |
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August 7, 2015 |
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Todd M. Enright |
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/s/ Todd M. Enright |
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August 7, 2015 |
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Mark Blundell |
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/s/ Mark Blundell |
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August 7, 2015 |
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Donald Feagan |
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/s/ Donald Feagan |
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August 7, 2015 |
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