0001104659-16-106295.txt : 20160318
0001104659-16-106295.hdr.sgml : 20160318
20160318135020
ACCESSION NUMBER: 0001104659-16-106295
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160316
FILED AS OF DATE: 20160318
DATE AS OF CHANGE: 20160318
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Affinity Gaming
CENTRAL INDEX KEY: 0001499268
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 020815199
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3755 BREAKTHROUGH WAY
STREET 2: SUITE 300
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
BUSINESS PHONE: (702) 341-2400
MAIL ADDRESS:
STREET 1: 3755 BREAKTHROUGH WAY
STREET 2: SUITE 300
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
FORMER COMPANY:
FORMER CONFORMED NAME: Affinity Gaming, LLC
DATE OF NAME CHANGE: 20110630
FORMER COMPANY:
FORMER CONFORMED NAME: Herbst Gaming, LLC
DATE OF NAME CHANGE: 20100816
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Z Capital Group, L.L.C.
CENTRAL INDEX KEY: 0001515358
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515651
BUSINESS ADDRESS:
STREET 1: 150 FIELD DRIVE, STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 FIELD DRIVE, STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
FORMER NAME:
FORMER CONFORMED NAME: Z Capital Partners, L.L.C.
DATE OF NAME CHANGE: 20110314
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zenni Holdings LLC
CENTRAL INDEX KEY: 0001530859
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515650
BUSINESS ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Z Capital Partners GP I, L.P.
CENTRAL INDEX KEY: 0001530861
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515647
BUSINESS ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
FORMER NAME:
FORMER CONFORMED NAME: Z Capital Special Situations Fund GP LP
DATE OF NAME CHANGE: 20110921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Z Capital Partners UGP, L.L.C.
CENTRAL INDEX KEY: 0001530862
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515652
BUSINESS ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
FORMER NAME:
FORMER CONFORMED NAME: Z Capital Special Situations Fund UGP LLC
DATE OF NAME CHANGE: 20110921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zenni James Joseph JR
CENTRAL INDEX KEY: 0001530898
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515649
MAIL ADDRESS:
STREET 1: 150 FIELD DRIVE
STREET 2: STE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Z CAPITAL PARTNERS, L.L.C.
CENTRAL INDEX KEY: 0001664612
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515648
BUSINESS ADDRESS:
STREET 1: 150 N. FIELD DRIVE
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 N. FIELD DRIVE
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Z CAPITAL PARTNERS GP II, L.P.
CENTRAL INDEX KEY: 0001664609
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 161515653
BUSINESS ADDRESS:
STREET 1: 150 N. FIELD DRIVE
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: 847-235-8100
MAIL ADDRESS:
STREET 1: 150 N. FIELD DRIVE
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
4
1
a4.xml
4
X0306
4
2016-03-16
0
0001499268
Affinity Gaming
NONE
0001664612
Z CAPITAL PARTNERS, L.L.C.
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001530861
Z Capital Partners GP I, L.P.
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001664609
Z CAPITAL PARTNERS GP II, L.P.
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001530862
Z Capital Partners UGP, L.L.C.
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001515358
Z Capital Group, L.L.C.
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001530859
Zenni Holdings LLC
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
0
0
1
0
0001530898
Zenni James Joseph JR
150 FIELD DRIVE, STE 300
LAKE FOREST
IL
60045
1
0
1
0
Common Stock
2016-03-16
4
A
0
16666
0
A
8263047.40
I
See footnotes
These 16,666 shares of time-vested restricted stock were part of an issuance of restricted stock to non-executive members of the Affinity Gaming board of directors (the "Board"). Pursuant to certain agreements governing investment funds affiliated with Z Capital Partners, L.L.C. ("Investment Funds"), any shares issued to James. J. Zenni, Jr. ("Mr. Zenni") and Andrei Scrivens ("Mr. Scrivens"), each a member of the Board, automatically revert to the Investment Funds. Accordingly, the Board's Compensation Committee awarded the shares directly to GP I, rather than to Mr. Zenni and Mr. Scrivens. The shares vest in equal one-half amounts on March 16, 2016 and January 1, 2017.
Includes 5,594,272.10 shares that may be deemed to be indirectly beneficially owned by GP I, as the general partner or managing member of certain private funds; Z Capital Partners UGP, L.L.C. ("UGP"), as the general partner of GP I; Z Capital Partners, L.L.C. ("Z Capital Partners"), as the managing member of UGP; Z Capital Group, L.L.C. ("Z Capital Group"), as the managing member of Z Capital Partners; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings.
Includes 2,668,775.30 shares that may be deemed to be indirectly beneficially owned by Z Capital Partners GP II, L.P. ("GP II"), as the general partner of certain private funds; UGP, as the general partner of GP II; Z Capital Partners, as the managing member of UGP; Z Capital Group, as the managing member of Z Capital Partners; Zenni Holdings, as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings.
Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.
This Form 4 is being filed to report 16,666 shares of time-vested restricted stock of Affinity Gaming issued to Z Capital Partners GP I, L.P. ("GP I"). Please note that, as further described in Schedule 13D Amendment No. 27 filed with the Securities and Exchange Commission on February 1, 2016 ("Schedule 13D Amendment No. 27"), the names of several of the Reporting Persons have changed, and new Reporting Persons have been added in connection with a non-substantive internal restructuring. Please refer to Schedule 13D Amendment No. 27 for more information.
Z CAPITAL PARTNERS GP I, L.P. By: Z Capital Partners UGP, L.L.C., General Partner By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President
2016-03-18
Z CAPITAL PARTNERS GP II, L.P. By: Z Capital Partners UGP, L.L.C., General Partner By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President
2016-03-18
Z CAPITAL PARTNERS UGP, L.L.C. By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President
2016-03-18
Z CAPITAL PARTNERS, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President
2016-03-18
Z CAPITAL GROUP, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President
2016-03-18
ZENNI HOLDINGS, LLC By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: Sole Owner
2016-03-18
JAMES J. ZENNI By: James J. Zenni, Jr. Name: James J. Zenni, Jr.
2016-03-18