SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 3)

AFFINITY GAMING

(Name of Issuer)

Common Units

(Title of Class of Securities)

N/A

(CUSIP Number)

Jonathan Schmugge

c/o Z Capital Partners, L.L.C.

Two Conway Park

150 Field Drive, Suite 300

Lake Forest, IL 60045

(847) 235-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 2013

(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. o

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 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 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).

Preliminary Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 23, 2012 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1, filed with the SEC on November 26, 2012 (“Amendment No. 1”), and Amendment No. 2, filed with the SEC on February 5, 2013 (“Amendment No. 2” and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 3, the “Schedule 13D”), by each of the following persons (collectively, the “Reporting Persons”): Z Capital Partners, L.L.C. (“Z Capital”); Zenni Holdings, LLC; Z Capital Special Situations Adviser, L.P.; Z Capital Special Situations Fund GP, L.P.; Z Capital Special Situations Fund UGP, L.L.C.; and James J. Zenni.

In filing this Amendment No. 3, the Reporting Persons reserve their legal rights to challenge the terms of the Corporate Conversion (as defined in Amendment No. 2) and other actions recently taken by Affinity Gaming (known as Affinity Gaming, LLC prior to the purported Corporate Conversion, and hereinafter, the “Issuer”), including the purported conversion of Common Units of Affinity Gaming, LLC into Common Shares of the Issuer and the adoption and terms of the Rights Agreement (as defined in Amendment No. 2).  In this Schedule 13D, the equity securities of the Issuer are described as “Common Shares,” and the Issuer is described as a Nevada Corporation solely for convenience.

Item 4.	Purpose of Transaction.
Item 4 is hereby amended and supplemented by the following: On February 10, 2013, Z Capital delivered a letter to the Board of Directors of the Issuer (the “Proposal Letter”) in which it submitted a non-binding proposal to acquire all of the outstanding Common Shares of the Issuer not already owned by Z Capital for $14.00 per Common Share, subject to limitations and conditions set forth in the Proposal Letter. The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter filed as an exhibit to this Schedule 13D, and incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by the following: Item 4 above summarizes certain provisions of the Proposal Letter and is incorporated herein by reference.  A copy of the Proposal Letter is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

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Item 7. Material to be Filed as Exhibits

Exhibit Number	Description
99.1	Joint filing agreement (incorporated by reference to exhibit 99.1 to Amendment No. 1 to Schedule 13D, filed on November 26, 2012).
99.6	Letter from Z Capital Partners, L.L.C. to the Board of Directors of Affinity Gaming, dated February 10, 2013.

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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.

Date:  February 11, 2013

Z CAPITAL PARTNERS, L.L.C.
By:	/s/ James J. Zenni
Name:  James J. Zenni
Title:    President
ZENNI HOLDINGS, LLC
By:	/s/ James J. Zenni
Name:  James J. Zenni
Title:    Sole Owner
Z CAPITAL SPECIAL SITUATIONS ADVISER, L.P.
By: Z Capital Partners, L.L.C., General Partner
By:	/s/ James J. Zenni
Name:  James J. Zenni
Title:    President
Z CAPITAL SPECIAL SITUATIONS FUND GP, L.P.
By: Z Capital Special Situations UGP, L.L.C., General Partner
By: Z Capital Partners, L.L.C., Managing Member
By:	/s/ James J. Zenni
Name:  James J. Zenni
Title:    President

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Z CAPITAL SPECIAL SITUATIONS FUND UGP, L.L.C.
By: Z Capital Partners, L.L.C., Managing Member
By:	/s/ James J. Zenni
Name:  James J. Zenni
Title:    President
JAMES J. ZENNI
By:	/s/ James J. Zenni

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EX-99.6

Exhibit 99.6

February 10, 2013

By Email, Facsimile and Federal Express

The Board of Directors of Affinity Gaming

c/o Affinity Gaming

3755 Breakthrough Way, Suite 300

Las Vegas, NV 89135

Dear Sirs:

On behalf of Z Capital Partners, L.L.C. and its affiliates (“Z Capital”), we are pleased to submit our proposal to acquire all of the outstanding common shares of Affinity Gaming, a Nevada corporation (“Affinity Gaming”),(1) that are not already owned by Z Capital.

As of the date of this letter, Z Capital is the largest stockholder of Affinity Gaming, owning 6,171,017.40 common shares, representing 30.509% of Affinity Gaming’s issued and outstanding capital stock.  We remain committed to Affinity Gaming and its current management team, and enthusiastically submit this proposal.

Purchase Price

Z Capital is prepared to offer a purchase price of $14.00 per share in cash for all of the outstanding common shares of Affinity Gaming not already owned by Z Capital.  Affinity Gaming is a diversified, multi-jurisdictional casino operator and this purchase price reflects our current modeling taking into account such complexities, our review of publicly available information and our experience in the gaming industry.  This purchase price is subject to the satisfactory completion of only limited confirmatory due diligence as described below and negotiation and execution of definitive documentation.

Our offer is compelling and represents a 22% premium over Affinity Gaming’s trading price over the last six months.  A price of $14.00 per share also represents a multiple of seven times EBITDA over Affinity Gaming’s last twelve months (adjusted for the Truckee transaction).  Given the size of Affinity Gaming and that we already have a strategic ownership in Affinity Gaming, we believe this to be a fair price and we are convinced that your stockholders will find our offer extremely attractive.  Since the Board’s formation of the Special Opportunities Committee on September 27, 2012, no transaction or proposal has been presented for consideration by Affinity Gaming’s equity holders.  By contrast, our offer provides stockholders immediate, real and quantifiable value.

Additionally, it is imperative that the existing Affinity Gaming management team be part of this transaction.  We have consistently expressed our support of management and our belief that their

(1) We continue to review and evaluate the terms of Affinity Gaming, LLC’s purported conversion from a Nevada limited liability company into a Nevada corporation and related matters and reserve our legal rights in connection therewith.  We describe and define “Affinity Gaming” as a Nevada corporation and the equity securities of Affinity Gaming as “common shares” solely for convenience.

Two Conway Park ·150 Field Drive ·Suite 300 ·Lake Forest, IL 60045 ·(847) 235-8100 ·Fax (847) 235-8111

experience and commitment to Affinity Gaming are vital for maximizing equity holder value.  We call on the Board to join us in supporting them and believe that anything less would diminish Affinity Gaming’s value.

Transaction Process and Timing

Z Capital has already completed a detailed review of publicly available information relating to Affinity Gaming, and as you are aware, has been an investor in Affinity Gaming for several years and is currently its largest equity holder.  Accordingly, we have an in-depth knowledge of Affinity Gaming’s history, business operations and management team and only limited confirmatory due diligence would be required.  Such diligence could be completed quickly, we expect in less than two weeks.

We anticipate that definitive agreements can be negotiated and agreed to expeditiously in parallel with the due diligence process.  We would expect the merger agreement to contain customary provisions, including customary deal protections, for a transaction of this nature.  We are very focused on this opportunity and are prepared to commit our full resources to meet this timeline.

Financing

The transaction would include an infusion of additional equity into the company as well as debt financing.  The equity capital would be provided by funds managed and advised by Z Capital.  We would raise the debt capital from financial institutions with which we have strong relationships, and are very comfortable that such financing would be readily available.  The existing indebtedness of Affinity Gaming would be retained or refinanced as appropriate.

Necessary Approvals

In addition to an equity holder vote and other customary closing conditions, closing of the transaction will be subject to receipt of customary anti-trust and other required regulatory/governmental approvals, including approval by all of the relevant gaming authorities.  However, we have already received approvals for our current ownership in all jurisdictions in which Affinity Gaming operates and we do not expect such additional approvals to present any significant issues or to delay the consummation of this transaction.

The proposal set forth in this letter will remain open until close of business on Friday, February 15, 2013.  Please understand that this letter is solely an indication of interest and does not constitute a binding offer or commitment on the part of Z Capital to submit a definitive agreement at any future time.  Our obligation with respect to our proposed acquisition of Affinity Gaming would exist only upon the negotiation, execution and delivery of a definitive merger agreement.

It is our strong preference to work together immediately to negotiate a definitive merger agreement.  From our perspective, the benefits to Affinity Gaming’s equity holders should provide a meaningful impetus for you to seriously investigate this opportunity.  Nonetheless, if you choose not to engage with us, we reserve all rights and other potential courses of action and are prepared to proceed promptly with the exercising of such rights.

We and our counsel, Latham & Watkins, LLP, are available immediately to discuss the terms of our proposal and to negotiate a definitive agreement with you.  Please direct all correspondence concerning this letter to us at the address set forth above and copies of such correspondence should also be simultaneously delivered to our counsel, Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, CA 90071-1560, Attention: Paul Tosetti, Esq., telephone (213) 891-8770, facsimile (213) 891-8763.

We hope to receive a favorable response from you promptly.

Sincerely,

/s/ James J. Zenni

James J. Zenni, Jr. of

Z Capital Partners, L.L.C.