SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Entertainment Gaming Asia Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29383V206

(CUSIP Number)

Leung Hoi Wai, Vincent

c/o Melco International Development Limited

Penthouse, 38/F

The Centrium

60 Wyndham Street

Central

Hong Kong

+852-3151-3731

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 29383V206

1	NAME OF REPORTING PERSONS Melco International Development Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0 shares
		8	SHARED VOTING POWER     9,378,074 shares
		9	SOLE DISPOSITIVE POWER     0 shares
		10	SHARED DISPOSITIVE POWER     9,378,074 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     9,378,074
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     64.8%
14	TYPE OF REPORTING PERSON     HC, CO

CUSIP No. 29383V206

1	NAME OF REPORTING PERSONS EGT Entertainment Holding Limited (formerly known as Elixir Group Limited)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     WC, AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0 shares
		8	SHARED VOTING POWER     9,378,074 shares
		9	SOLE DISPOSITIVE POWER     0 shares
		10	SHARED DISPOSITIVE POWER     9,378,074 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     9,378,074
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     64.8%
14	TYPE OF REPORTING PERSON     CO

CUSIP No. 29383V206

1	NAME OF REPORTING PERSONS Mr. Ho, Lawrence Yau Lung
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0 shares
		8	SHARED VOTING POWER     9,378,074 shares
		9	SOLE DISPOSITIVE POWER     0 shares
		10	SHARED DISPOSITIVE POWER     9,378,074 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     9,378,074
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     64.8%
14	TYPE OF REPORTING PERSON     CO

INTRODUCTORY NOTE: This Schedule 13D/A (the “Schedule 13D/A”) is filed jointly by Melco International Development Limited (“Melco”), a Hong Kong-listed company, EGT Entertainment Holding Limited (formerly known as Elixir Group Limited) (“EGT Entertainment”), a Hong Kong corporation indirectly wholly owned by Melco, and Mr. Ho, Lawrence Yau Lung (“Mr. Ho”), a citizen of Canada (each of the foregoing a “Reporting Person” and, collectively, the “Reporting Persons”). This Schedule 13D/A represents Amendment No. 3 to the statement on Schedule 13D with respect to the Issuer filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2007, as amended and supplemented by Amendment No. 1 filed with the SEC on December 2, 2014 and Amendment No. 2 filed with the SEC on April 18, 2017 (the “Existing 13D”), and amends and, with respect to the information set forth herein, supersedes the Existing 13D. Except as provided herein, this Schedule 13D/A does not modify any of the information previously reported on the Existing 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

It is anticipated that, at the price per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US $12.5 million will be required for the Proposed Transaction (as described in Item 4 below). It is anticipated that any funds necessary for the Proposed Transaction will be provided by Melco’s cash on hand.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On May 5, 2017, Melco submitted a preliminary non-binding proposal (the “Proposal”) to the board of directors of the Issuer (the “Board”) for the acquisition of all of the outstanding Common Stock of the Issuer not already owned by EGT Entertainment or its affiliates, for US $2.35 per share, in cash via tender offer (the “Proposed Transaction”). The proposed consideration represents a 42.4% premium over the closing price of the Common Stock on April 18, 2017, the last full trading day before the Reporting Persons filed an amendment to Schedule 13-D disclosing that Melco was considering making an offer, through EGT Entertainment or another wholly owned subsidiary, to acquire all of the outstanding shares of Common Stock not already owned by EGT Entertainment or its affiliates for a price in the range of approximately US $2.10 to $2.25 per share.

The Proposal is subject to a number of conditions, including the valid tender of at least a majority of the issued and outstanding Common Stock, excluding Common Stock owned by EGT Entertainment or its affiliates. However, the consummation of the Proposed Transaction will not be subject to a financing condition, as any funds necessary for the Proposed Transaction will be provided by Melco’s cash on hand.

If the Proposed Transaction is completed in the manner described in the Proposal, the Issuer’s Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the NASDAQ Capital Market.

The summary of the Proposal in this Schedule 13D/A is not intended to be complete and is qualified in its entirety by reference to the full text of the Proposal, a copy of which is attached hereto as Exhibit 5.

Melco intends to have further discussions and other communications with the Issuer and the Board and may also have discussions and other communications with other persons or entities (including other stockholders of the Issuer) regarding the Proposed Transaction or any other transaction(s) involving the Issuer. In the course of such conversations, Melco may suggest actions that could result in, among other things, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

The description of the Proposal under Item 4 is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding an additional exhibit as set forth on the Exhibit Index hereto.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 5, 2017	MELCO INTERNATIONAL DEVELOPMENT LIMITED
	By:	/s/ EVAN ANDREW WINKLER
	Name:	Evan Andrew Winkler
	Title:	Director
May 5, 2017	EGT ENTERTAINMENT HOLDING LIMITED
	By:	/s/ EVAN ANDREW WINKLER
	Name:	Evan Andrew Winkler
	Title:	Director
May 5, 2017	HO, LAWRENCE YAU LUNG
	By:	/s/ HO, LAWRENCE YAU LUNG

EXHIBIT INDEX

The Exhibit Index is hereby amended by adding the following:

Exhibit No.
5.	Proposal to the Issuer’s board of directors dated as of May 5, 2017.

EX-99.(5)

Exhibit 5

May 5, 2017

Entertainment Gaming Asia Inc.

Unit C1, Ground Floor, Koon Wah Bldg.

No.2 Yuen Shun Circuit, Yuen Chau Kok

Shatin, New Territories, Hong Kong SAR

Attention: The Board of Directors of Entertainment Gaming Asia Inc. (the “Board”)

Dear Members of the Board:

Despite the collective efforts of management and the Board, Entertainment Gaming Asia Inc. [NASDAQ: EGT] (“EGT” or the “Company”) has been unable to find suitable investments to successfully deploy its capital in a manner that we, the Company’s largest shareholder, would view as enhancing shareholder value. While these efforts continue, the Company faces challenges and remains limited by its size and scale. As a result, despite a recent run-up in share price, EGT trades at a discount to its underlying net asset value.

To attempt to achieve a beneficial outcome for the Company’s various constituencies, Melco International Development Limited [200:HK] (“Melco”) is commencing a tender offer to purchase all of the shares of EGT not currently owned by it or its affiliates. Given Melco’s history with EGT and EGT’s annual and interim public disclosure, Melco has not included any additional due diligence condition in connection with the offer.

We would like to highlight the following but note that this letter is qualified in its entirety by Melco’s Offer to Purchase and related tender offer documents which we encourage EGT shareholders to carefully review.

• Purchase Price and Form of Consideration - Melco, through a newly formed subsidiary, proposes to offer to acquire all the shares of EGT that EGT Entertainment Holding Limited, a subsidiary of Melco (“EGT Entertainment”) (current holder of 9,378,074 EGT shares), does not currently hold, for a per share consideration amount of USD 2.35 in cash as further detailed in the appendix attached hereto. Melco has commenced today a tender offer to effectuate this purchase.

• Melco’s proposed purchase price per EGT share of USD 2.35 represents a 42.4% premium to EGT’s closing price on April 18, 2017, the day immediately preceding Melco’s revised 13D filing. In its revised 13D filing Melco indicated it was actively contemplating a tender offer for the EGT shares it did not already own at a price between USD 2.10 and USD 2.25 per EGT share.

• The proposed purchase price of USD 2.35 per EGT share is USD 0.10 per share above the high end of Melco’s previously contemplated price range for EGT shares.

• The proposed purchase price of USD 2.35 per EGT share represents a 26.3% premium to EGT’s most recent closing share price of USD 1.86 on May 4, 2017.

• No Financing Condition - No financing condition. The total cash consideration required is available from Melco’s current cash balances.

• Majority of the Minority - The closing of the tender offer is conditioned upon a majority of non-Melco and non-Melco affiliated (i.e. employees) shareholders of EGT (as determined by shares held) tendering their shares.

• Short-Form Merger - The closing of the tender offer is conditioned upon Melco, pro forma for the tender offer, owning not less than 90% of EGT total shares outstanding to allow for Melco to consummate a short-form merger.

• EGT is Free to Accept a Superior Offer - If EGT receives a superior third-party cash offer not subject to conditions, Melco is willing to withdraw its offer and sell its shares to any acquiror that offers a cash price per Share in excess of USD 2.35 per EGT share.

• Shareholders should review the tender offer and all related documents carefully. The conditions listed above are not exhaustive.

We would encourage the Board of EGT to review the tender offer carefully and engage any and all advisors they believe are necessary or appropriate to assist in their review of our offer. We would be happy to discuss our offer with you at your convenience.

Best

/s/ Evan Winkler

Evan Winkler

Managing Director

MELCO INTERNATIONAL DEVELOPMENT LIMITED

APPENDIX - Calculation of EGT Per Share Value

USD in 000s except per share figures	EGT Bal Sheet as of 3/31/2017			Calculation of Per Share Value			Note
Current Assets:
Cash and cash equivalents		31,705			31,705
Current portion of accounts receivables		126			126
Other receivables		1,079			1,079
Inventories		12			—			1
Prepaid expenses and other current		290			150			2
Total Current Assets		33,212			33,060
Gaming equipment		322			—			1
Property and equipment		892			892
Intangible assets		312			—			1, 3
Goodwill		1,472			—			1, 3
Deferred tax asset		59			—			1
Deposits and other assets		1,209			1,209
Total Assets		37,478			35,161
Current Liabilities:
Accounts payable		(336	)		(336	)
Amounts due to related parties		(205	)		(205	)
Accrued expenses		(825	)		(825	)
Income tax payable		(197	)		(197	)
Deferred revenues, current portion		(17	)		—
Customer deposits and other		(73	)		(73	)
Total Current Liabilities		(1,653	)		(1,636	)
Other Liabilities		(446	)		(446	)
Deferred Tax Liability		(5,654	)		(5,654	)
Total Liabilities		(7,753	)		(7,736	)
Total Stockholders Equity		29,725
Estimated Net Value (Total Assets - Total Liabilities) Before Adjustments					27,425
Other Adjustments to Valuation
Golden Rat (Social Gaming) Cash Expenditures					5,400
Estimated Sale Price of Remaining Philippine Assets					1,900
Estimated Tax on Sale of Remaining Philippine Assets @ 30%					(570	)
Potential Value of Earn-Out Payments and  Other					500
Estimated Costs of Severance / Shut Down Expenses, Options and Legal Costs					(750	)
Impaled Per Share Equity Valuation of EGT					33,905
EGT Basic Shares Outstanding					14,464,220
Implied Value per EGT Share				$	2.34
Melco Tender Price				$	2.35
EGT Closing Trading Price as of 18 April 2017 (Day Prior to Melco 13D Filing)				$	1.65
Implied Premium					42.4	%
EGT Closing Trading Price as of 4 May 2017 (Day Prior to Melco Tender Offer)				$	1.86
Implied Premium					26.3	%

Source: EGT Q1 2017 quarterly release dated May 4, 2017, as adjusted by certain assumptions and calculations by Melco International Development Limited

1. Addressed by adjustment for estimated sale price of Philippines assets.

2. Assumes only portion related to credit card prepayments is recoverable.

3. Addressed by valuation adjustment for Golden Rat based on total cumulative investment.