| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Affinity Gaming [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 02/05/2013 | P | 823,488(1) | A | $12 | 6,096,046.4 | I | See footnotes(2)(3) | ||
| Common Shares | 02/05/2013 | P | 74,971(1) | A | $11.875 | 6,171,017.4 | I | See footnotes(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein. |
| 4. 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 | 02/05/2013 | |
| ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner | 02/05/2013 | |
| 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 | 02/05/2013 | |
| 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 | 02/05/2013 | |
| 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 | 02/05/2013 | |
| /s/ James J. Zenni | 02/05/2013 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||