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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Billhimer Joseph L. Jr. (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) Director 10% Owner X Officer (give title below) Other (specify below) President and COO
	3. Date of Earliest Transaction (Month/Day/Year) 09/19/2014
	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	09/19/2014(4)		M		29,800	A	$0.00	40,485	D
Common Stock	09/19/2014(4)		M		9,900	A	$0.00	50,385	D
Common Stock	09/19/2014(4)		M		18,900	A	$0.00	69,285	D
Common Stock	09/19/2014(4)		F		18,454	D	$4.43	50,831	D
Common Stock	09/19/2014(5)		D		50,831	D	(5)	0	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) (4)	(4)	09/19/2014		M			29,800	09/19/2014	09/19/2014	Common Stock	29,800	$0.00	0	D
Restricted Stock Units (2010 Long Term Incentive Plan) (4)	(4)	09/19/2014		M			9,900	09/19/2014	09/19/2014	Common Stock	9,900	$0.00	0	D
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$3.94	09/19/2014		D			29,600	(1)	01/25/2023	Common Stock	29,600	(1)	0	D
Restricted Stock Units (2010 Long Term Incentive Plan) (4)	(4)	09/19/2014		M			18,900	09/19/2014	09/19/2014	Common Stock	18,900	$0.00	0	D
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.44	09/19/2014		D			56,800	(2)	01/27/2022	Common Stock	56,800	(2)	0	D
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.78	09/19/2014		D			46,500	(3)	05/04/2021	Common Stock	46,500	(3)	0	D

Explanation of Responses:

1. Date of Grant: January 25, 2013. This option to purchase common stock was assumed by Eldorado Resorts, Inc. pursuant to the previously disclosed merger agreement and replaced with an option to purchase an equal number of shares of common stock of Eldorado Resorts, Inc. with the same exercise price. As a result of the merger, the assumed option is fully vested.

2. Date of Grant: January 27, 2012. This option to purchase common stock was assumed by Eldorado Resorts, Inc. pursuant to the previously disclosed merger agreement and replaced with an option to purchase an equal number of shares of common stock of Eldorado Resorts, Inc. with the same exercise price. As a result of the merger, the assumed option is fully vested.

3. Date of Grant: May 4, 2011. This option to purchase common stock was assumed by Eldorado Resorts, Inc. pursuant to the previously disclosed merger agreement and replaced with an option to purchase an equal number of shares of common stock of Eldorado Resorts, Inc. with the same exercise price. As a result of the merger, the assumed option is fully vested.

4. As a result of the consummation of the transactions contemplated pursuant to the previously disclosed merger agreement, each of these RSUs vested and settled into shares of common stock of Eldorado Resorts, Inc.

5. Except with respect to shares received as a result of settlement of RSUs, pursuant to (4), all such shares were disposed pursuant to previously disclosed merger agreement, pursuant to which each share of the issuer's common stock was exchanged for either (a) one share of common stock of Eldorado Resorts, Inc. or (b)$6.05 in cash.

	/s/ Joseph L. Billlhimer, Jr.	09/23/2014
	** Signature of Reporting Person	Date
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