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*
Wagner Roger P

(Last) (First) (Middle)
C/O MTR GAMING GROUP, INC.
P. O. BOX 356, STATE ROUTE 2 SOUTH

(Street)
CHESTER WV 26034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MTR GAMING GROUP INC [ MNTG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/20/2014 S 1,112 D $5.17 (5) 45,295 D
Common Stock 03/21/2014 S 3,795 D $5.14 (6) 41,500 D
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
Restricted Stock Units (2010 Long-Term Incentive Plan) (1) (1) (1) Common Stock 15,228 15,228 D
Restricted Stock Units (2010 Long-Term Incentive Plan) (2) (2) (2) Common Stock 10,365 10,365 D
Restricted Stock Units (2010 Long-Term Incentive Plan) (3) (3) (3) Common Stock 19,500 19,500 D
Restricted Stock Units (2010 Long-Term Incentive Plan) (4) (4) (4) Common Stock 30,000 30,000 D
Explanation of Responses:
1. Date of Grant: January 25, 2013: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. common stock. The RSUs shall at all times be fully vested and non-forfeitable, and shall be paid upon the earlier to occur of (i) the reporting person's termination of service, and (ii) a change in control of the Company.
2. Date of Grant: June 13, 2012: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. common stock. The RSUs shall at all times be fully vested and non-forfeitable, and shall be paid upon the earlier to occur of (i) the reporting person's termination of service, and (ii) a change in control of the Company.
3. Date of Grant: August 12, 2011: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. common stock. The RSUs shall at all times be fully vested and non-forfeitable, and shall be paid upon the earlier to occur of (i) the reporting person's termination of service, and (ii) a change in control of the Company.
4. Date of Grant: August 5, 2010: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. common stock. The RSUs shall at all times be fully vested and non-forfeitable, and shall be paid upon the earlier to occur of (i) the reporting person's termination of service, and (ii) a change in control of the Company.
5. This transaction was reported in multiple trades at prices ranging from $5.15 to $5.18. The price reported reflects the weighted average sale price. Full information regarding the number of shares sold and the prices at which the transactions were effected is available to the SEC staff, the issuer and any security holder of the issuer, upon request.
6. This transaction was reported in multiple trades at prices ranging from $5.12 to $5.18. The price reported reflects the weighted average sale price. Full information regarding the number of shares sold and the prices at which the transactions were effected is available to the SEC staff, the issuer and any security holder of the issuer, upon request.
/s/ Roger P. Wagner 03/24/2014
** 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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