0001104659-17-005812.txt : 20170201 0001104659-17-005812.hdr.sgml : 20170201 20170201162801 ACCESSION NUMBER: 0001104659-17-005812 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 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: Silberling Michael CENTRAL INDEX KEY: 0001618373 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 17565251 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 4 1 a4.xml 4 X0306 4 2017-01-31 1 0001499268 Affinity Gaming NONE 0001618373 Silberling Michael C/O AFFINITY GAMING 3755 BREAKTHROUGH WAY, SUITE 300 LAS VEGAS NV 89135 1 1 0 0 Chief Executive Officer Common Stock 2017-01-31 4 D 0 40000 17.35 D 0 D Stock Option (Right to Buy) 11.61 2017-01-31 4 D 0 54167 5.74 D 2019-09-29 Common Stock 54167 0 D Stock Option (Right to Buy) 9.75 2017-01-31 4 D 0 162500 7.60 D 2020-03-19 Common Stock 162500 0 D Stock Option (Right to Buy) 12 2017-01-31 4 D 0 162500 5.35 D 2021-03-16 Common Stock 162500 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC ("Parent"), Affinity Merger Sub, Inc. and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each share of Affinity Gaming common stock converted into the right to receive $17.35 in cash. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016. Includes shares of restricted stock. Pursuant to the Merger Agreement, each restricted stock award outstanding immediately prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $17.35 and (ii) the number of shares of Affinity Gaming common stock subject to such award. As more fully described in the Definitive Proxy Statement, as part of the Merger, the Reporting Person was one of three executives who agreed to contribute certain Company shares to Z Capital Affinity Holdings, L.L.C., the sole member and managing member of Parent, in exchange for an interest in Z Capital Affinity Holdings, L.L.C., which shares were valued at $17.35 per share. This option, which provided for the option to become exercisable in equal 1/3 increments on September 30, 2015, September 30, 2016 and September 30, 2017, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option. This option, which provided for 50% of the options to become exercisable in 1/3 increments on March 31, 2016, March 31, 2017 and March 31, 2018, and 50% of the options vest upon the achievement of performance-based conditions, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option. This option, which provided for 81,250 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 81,250 options vest on those three dates in 1/3 increments or less dependent upon the achievement of performance-based conditions, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option. /s/ Marc H. Rubinstein, as Attorney-in-Fact for Michael Silberling 2017-02-01