SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Entertainment Gaming Asia Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29383V305

(CUSIP Number)

Leung Hoi Wai, Vincent

c/o Melco International Development Limited

Penthouse, 38/F

The Centrium

60 Wyndham Street

Central

Hong Kong

+852-3151-3777

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

May 23, 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. 29383V305

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. 29383V305

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. 29383V305

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. 4 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, Amendment No. 2 filed with the SEC on April 18, 2017 and Amendment No. 3 filed with the SEC on May 5, 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 1. Security and Issuer.

Item 1 is hereby amended and restated in its entirety as follows:

This Schedule 13D/A relates to the shares of the $.001 par value common stock (“Common Stock”) of the Issuer. The Issuer’s executive offices are located at 37th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong SAR.

Item 2. Identity and Background.

Subsection (a) of Item 2 is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D/A is being filed on behalf of each of the Reporting Persons. Melco indirectly owns 100% of the issued shares of EGT Entertainment. As of May 15, 2017, Mr. Ho personally holds 34,939,132 ordinary shares of Melco, representing approximately 2.26% of Melco’s ordinary shares outstanding. In addition, 119,303,024 ordinary shares of Melco are held by Lasting Legend Ltd., 294,527,606 ordinary shares of Melco are held by Better Joy Overseas Ltd., 50,830,447 ordinary shares of Melco are held by Mighty Dragon Developments Limited, 7,294,000 ordinary shares of Melco are held by The L3G Capital Trust and 1,566,000 ordinary shares of Melco are held by Maple Peak Investments Inc., representing approximately 7.72%, 19.06%, 3.29%, 0.47% and 0.10%, respectively, of Melco’s shares, all of which companies are owned by persons and/or trusts affiliated with Mr. Ho. Mr. Ho also has interest in Great Respect Limited, a company controlled by a discretionary family trust, the beneficiaries of which include Mr. Ho and his immediate family members, that holds 306,382,187 ordinary shares of Melco, representing 19.83% of Melco’s shares. Consequently, Mr. Ho may be deemed to beneficially own an aggregate of 814,842,396 ordinary shares of Melco, representing approximately 52.74% of Melco’s ordinary shares outstanding.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On May 23, 2017, Melco submitted a letter (the “Letter”) to the board of directors of the Issuer (the “Board”) stating, among other things, that its previously commenced tender offer for all of the Issuer’s shares of Common Stock not currently owned by Melco and its affiliates (the “Offer”) is no longer conditioned upon any minimum number of shares of Common Stock being tendered and instead will provide liquidity to any stockholder that would like to sell his, her or its shares of Common Stock pursuant to the Offer.

The summary of the Letter 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 Letter, a copy of which is attached hereto as Exhibit 6.

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 Offer 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 Letter and the Offer 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 23, 2017	MELCO INTERNATIONAL DEVELOPMENT LIMITED
	By:	/s/ EVAN ANDREW WINKLER
	Name:	Evan Andrew Winkler
	Title:	Director
May 23, 2017	EGT ENTERTAINMENT HOLDING LIMITED
	By:	/s/ EVAN ANDREW WINKLER
	Name:	Evan Andrew Winkler
	Title:	Director
May 23, 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.
6.	Letter to the Issuer’s board of directors dated as of May 23, 2017.

EX-99.(6)

Exhibit 6

May 23, 2017

Entertainment Gaming Asia Inc.

37/F, The Centrium

60 Wyndham Street

Central, Hong Kong SAR

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

Dear Members of the Board:

Following additional internal discussions, Melco International Development Limited (“Melco”, “we” or “our”) has elected to revise its May 5, 2017 tender offer for the shares of common stock, par value $0.001 per share (the “Shares”), of Entertainment Gaming Asia Inc. [NASDAQ: EGT] (“EGT” or the “Company”) in the following manner:

• The closing of the tender offer will not be conditioned upon:

• A majority of non-Melco and non-Melco affiliated shareholders of EGT tendering their Shares, or

• Melco, pro forma for the tender offer, owning not less than 90% of EGT.

• However, please note, Melco will not consummate a post-tender merger or short-form merger unless a majority of non-Melco and non-Melco affiliated (i.e. employees) shareholders of EGT (as determined by Shares held) tender their Shares and unless, following the tender offer, Melco then owns at least 90% of the outstanding Shares, as required by Nevada corporate law.

The effect of these changes is that Melco will purchase for USD 2.35 any and all EGT Shares tendered irrespective of the number of Shares tendered. Melco would like to ensure that those EGT minority shareholders that seek to take advantage of our offer are not prohibited from receiving the benefit of the offer due to the actions of other shareholders.

Melco will not raise the tender price above USD 2.35 per EGT Share which we believe represents full and fair value (if not a premium value) for EGT Shares. We understand that there is a possibility that the number of Shares tendered will not constitute a majority of the minority and that EGT will continue as a standalone company.

If a majority of the minority shareholders do not tender their Shares and/or EGT remains a standalone company, Melco will seek alternatives with respect to its pro forma shareholdings in EGT, which may include seeking to monetize its interest in EGT.

Melco International Development Ltd
Hong Kong Stock Exchange  |  Stock code 200
Penthouse 38/F, The Centrium 60 Wyndham Street, Central, HK
T +852 3151 3777   F +852 3162 3579
Hong Kong  |  Macau  |  Beijing  |  Manila  |  Vladivostok		melco-group.com

• Given Melco’s prior letter (which was made public) stated that “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” and the apparent lack of interest by third parties since that time, it may not be the case that another purchaser would be prepared to pay the price per EGT Share Melco offered of USD 2.35. In this instance, if Melco sells its stake, Melco would lose value on any Shares purchased in the tender to the benefit of the minority EGT shareholders that elected to tender.

• To be clear, in such case, Melco would likely be willing to accept a price below USD 2.35 per Share in cash for its EGT Shares

Concurrently with attempting to monetize our shareholdings, Melco may seek the appointment of an independent trustee to maximize the value of EGT. The trustee would be free to either sell EGT as a company (we would give the trustee authority to accept any unconditional cash offer of USD 2.35 or higher per EGT Share on our behalf) or sell EGT’s remaining assets for the highest possible values and distribute the proceeds to all EGT shareholders (including Melco). Melco would not participate as a bidder with respect to any assets of EGT so as to ensure a level field for all potential buyers.

We are trying to achieve a positive resolution for minority shareholders. If instead certain minority shareholders would like to take what is achievable in the markets we respect their decision and, as the biggest beneficiary of any windfall, hope for the best.

Yours

/s/ Evan Winkler

Evan Winkler

Managing Director

MELCO INTERNATIONAL DEVELOPMENT LIMITED