SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Z Capital Group, L.L.C.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Affinity Gaming [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/07/2016 A 155,568 A $14.5 8,418,615.4 I See footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Z Capital Group, L.L.C.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Z CAPITAL PARTNERS, L.L.C.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zenni Holdings LLC

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Z Capital Partners GP I, L.P.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Z CAPITAL PARTNERS GP II, L.P.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Z Capital Partners UGP, L.L.C.

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zenni James Joseph JR

(Last) (First) (Middle)
150 FIELD DRIVE, STE 300

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Includes 5,594,272.10 shares that may be deemed to be indirectly beneficially owned by Z Capital Partners GP I, L.P. ("GP I"), as the general partner or managing member of certain private funds; Z Capital Partners UGP, L.L.C. ("UGP"), as the general partner of GP I; Z Capital Partners, L.L.C. ("Z Capital Partners"), as the managing member of UGP; Z Capital Group, L.L.C. ("Z Capital Group"), as the managing member of Z Capital Partners; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital Group; and James J. Zenni, Jr. ("Mr. Zenni"), as the President of Z Capital and the sole owner of Zenni Holdings.
2. Includes 2,824,343.30 shares that may be deemed to be indirectly beneficially owned by Z Capital Partners GP II, L.P. ("GP II"), as the general partner of certain private funds; UGP, as the general partner of GP II; Z Capital Partners, as the managing member of UGP; Z Capital Group, as the managing member of Z Capital Partners; Zenni Holdings, as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings.
3. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.
Remarks:
This Form 4 is being filed to report the acquisition of 155,568 shares of Affinity Gaming Common Stock by affiliates of Z Capital Partners, L.L.C. Please note that, as further described in Schedule 13D Amendment No. 27 filed with the Securities and Exchange Commission on February 1, 2016 ("Schedule 13D Amendment No. 27"), the names of several of the Reporting Persons have changed, and new Reporting Persons have been added in connection with a non-substantive internal restructuring. Please refer to Schedule 13D Amendment No. 27 for more information.
Z CAPITAL GROUP, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 04/07/2016
Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 04/07/2016
ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner 04/07/2016
Z CAPITAL PARTNERS GP I, L.P., By: Z Capital Partners 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 04/07/2016
Z CAPITAL PARTNERS GP II, L.P., By: Z Capital Partners 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 04/07/2016
Z CAPITAL PARTNERS UGP, L.L.C., By: Z Capital Partners, L.L.C., Managing Member By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 04/07/2016
JAMES J. ZENNI, By: /s/ James J. Zenni, Name: James J. Zenni 04/07/2016
** 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 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).
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