SEC FORM 4

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^*

Carrette Elisabeth

(Last)

(First)

(Middle)

1700 INDUSTRIAL ROAD

(Street)

LAS VEGAS

89102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gaming Partners International CORP [ GPIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/12/2005		M		2	A	$0.01	345	D
Common Stock⁽¹⁾	09/12/2005		M		2	A	$0.01	15,743	I	By Estate of Francios Carrette
Common Stock⁽²⁾	09/12/2005		M		23,522	A	$0.01	3,900,330	I	By Holding Wilson S.A.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant/Right to Buy⁽¹⁾	$0.01	09/12/2005		M			2	06/08/2005	⁽¹⁾	Common Stock	2	$0.01	17	D
Warrant/Right to Buy⁽¹⁾	$0.01	09/12/2005		M			2	06/08/2005	⁽¹⁾	Common Stock	2	$0.01	17	I	By Estate of Francios Carrette
Warrant/Right to Buy⁽²⁾	$0.01	09/12/2005		M			23,522	06/08/2005	⁽²⁾	Common Stock	23,522	$0.01	191,765	I	By Holding Wilson S.A.
Option/Right to Buy⁽³⁾	$3.4							⁽³⁾	12/27/2006	Common Stock	6,000		4,000	I	By Estate of Francios Carrette
Option/Right to Buy⁽⁴⁾	$12.81							⁽⁴⁾	01/27/2015	Common Stock	6,000		0	D

Explanation of Responses:

1. On September 12, 2005, pursuant to the terms of anti-dilution warrants issued to Mr. and Mrs. Carrette, Mrs. Carette exercised her rights (directly or indirectly through the estate of Mr. Carrette) to purchase an aggregate of 4 shares of common stock of Gaming Partners International Corporation (f/k/a Paul-Son Gaming Corporation) (the "Company") at an exercise price of $0.01 per share. The Company issued the warrants to purchase common stock pursuant to a combination agreement between the Company and Etablissements Bourgogne et Grasset SA (the "Agreement"). The anti-dilution warrants were approved by the Company's stockholders on September 12, 2002. The anti-dilution warrants are exercisable only upon conversion, exercise or exchange for shares issued pursuant to options and similar rights granted by the Company prior to the closing of the Agreement. Mrs. Carrette's exercise of the anti-dilution warrants was exempt under Rule 16b-3 and/or Rule 16b-6(b)

2. On September 12, 2005, pursuant to the terms of its anti-dilution warrants, Holding Wilson, S.A., of which Mrs. Carrette is currently the president of the supervisory board and 99% shareholder, exercised its right to purchase 23,522 shares of common stock of the Company at an exercise price of $0.01 per share. The Company issued the warrants to purchase common stock pursuant to the Agreement. The anti-dilution warrants were approved by the Company's stockholders on September 12, 2002. The anti-dilution warrants are exercisable only upon conversion, exercise or exchange for shares issued pursuant to options and similar rights granted by the Company prior to the closing of the Agreement. Holding Wilson's exercise of the anti-dilution warrants was exempt under Rule 16b-3 and/or Rule 16b-6(b).

3. As previously reported, on September 12, 2002, the Company granted Mr. Carrette options to purchase 6,000 shares of the Company's common stock pursuant to the Company's 1994 Directors' Stock Option Plan (the "Plan"). The grant was exempt under Rule 16b-3. The options were subject to vesting in equal installments over a three-year period with the first one-third vesting on September 12, 2003. At the time of Mr. Carrette's death, the options were fully vested and exercisable as to 4,000 shares. Pursuant to the Plan, the fully vested and exercisable shares may be exercised by Mr. Carrette's estate, personal representative or beneficiary any time prior to the second anniversary of Mr. Carrette's death.

4. As previously reported, on January 27, 2005, the Company granted Mrs. Carrette options to purchase 6,000 shares of the Company's common stock pursuant to the Plan. The grant was exempt under Rule 16b-3. The options vest in equal installments over a three-year period with the first one-third installment vesting on January 27, 2006.

	/s/ Melody Sullivan Yowell by power of attorney for Elisabeth Carrette	09/21/2005
	** 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).
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