0001209191-13-006453.txt : 20130205 0001209191-13-006453.hdr.sgml : 20130205 20130205163110 ACCESSION NUMBER: 0001209191-13-006453 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130205 FILED AS OF DATE: 20130205 DATE AS OF CHANGE: 20130205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zenni James Joseph JR CENTRAL INDEX KEY: 0001530898 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574375 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Gaming CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 341-2400 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Affinity Gaming, LLC DATE OF NAME CHANGE: 20110630 FORMER COMPANY: FORMER CONFORMED NAME: Herbst Gaming, LLC DATE OF NAME CHANGE: 20100816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Partners, L.L.C. CENTRAL INDEX KEY: 0001515358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574380 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE, STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE, STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zenni Holdings LLC CENTRAL INDEX KEY: 0001530859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574379 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Special Situations Adviser LP CENTRAL INDEX KEY: 0001530860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574378 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Special Situations Fund GP LP CENTRAL INDEX KEY: 0001530861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574377 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Special Situations Fund UGP LLC CENTRAL INDEX KEY: 0001530862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 13574376 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 c480423_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2013-02-05 0001499268 Affinity Gaming NONE 0001515358 Z Capital Partners, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530859 Zenni Holdings LLC 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530860 Z Capital Special Situations Adviser LP 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530861 Z Capital Special Situations Fund GP LP 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530862 Z Capital Special Situations Fund UGP LLC 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530898 Zenni James Joseph JR 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 Common Shares 2013-02-05 4 P 0 823488 12.00 A 6096046.4 I See footnotes Common Shares 2013-02-05 4 P 0 74971 11.875 A 6171017.4 I See footnotes Includes Common Shares ("Shares") acquired pursuant to trades entered into prior to the Issuer's announced adoption of the Rights Agreement (the "Rights Agreement") on December 21, 2012 between the Issuer and American Stock Transfer & Trust Company, LLC, as Rights Agent. The Issuer has confirmed that it will deem prospective buyers under any pending trades entered into prior to the announced adoption of the Rights Agreement on December 21, 2012 to have beneficially owned such Shares for purposes of the Rights Agreement as of the date such trades were entered into, subject to certain conditions. Accordingly, the acquisition of the Shares reported herein does not in any way trigger the provisions of the Rights Agreement. Includes 3,523,936.23 Shares that may be deemed to be indirectly beneficially owned by Z Capital Special Situations Adviser, L.P. ("Special Adviser"), as the investment adviser of certain private funds; Z Capital Partners, L.L.C. ("Z Capital"), as the general partner of Special Adviser; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital; and James J. Zenni ("Mr. Zenni"), as the President of Z Capital and the sole owner of Zenni Holdings. Also includes 2,572,110.17 Shares that may be deemed to be indirectly beneficially owned by Z Capital Special Situations Fund GP, L.P. ("Special GP"), as the manager of certain private funds; Z Capital Special Situations Fund UGP, L.L.C. ("Special UGP"), as the general partner of Special GP; Z Capital, as the managing member of Special UGP; Zenni Holdings, as the managing member of Z Capital; and Mr. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings. Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein. Includes 3,598,907.23 Shares that may be deemed to be indirectly beneficially owned by Special Adviser, as the investment adviser of certain private funds; Z Capital, as the general partner of Special Adviser; Zenni Holdings, as the managing member of Z Capital; and Mr. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings. Also includes 2,572,110.17 Shares that may be deemed to be indirectly beneficially owned by Special GP, as the manager of certain private funds; Special UGP, as the general partner of Special GP; Z Capital, as the managing member of Special UGP; Zenni Holdings, as the managing member of Z Capital; and Mr. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings. Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 2013-02-05 ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner 2013-02-05 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 2013-02-05 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 2013-02-05 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 2013-02-05 /s/ James J. Zenni 2013-02-05