0001104659-17-005813.txt : 20170201
0001104659-17-005813.hdr.sgml : 20170201
20170201162831
ACCESSION NUMBER: 0001104659-17-005813
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: Bogumil Walter
CENTRAL INDEX KEY: 0001636992
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54085
FILM NUMBER: 17565260
MAIL ADDRESS:
STREET 1: 3755 BREAKTHROUGH WAY #300
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
4
1
a4.xml
4
X0306
4
2017-01-31
1
0001499268
Affinity Gaming
NONE
0001636992
Bogumil Walter
C/O AFFINITY GAMING
3755 BREAKTHROUGH WAY, SUITE 300
LAS VEGAS
NV
89135
0
1
0
0
Chief Financial Officer
Common Stock
2017-01-31
4
D
0
20000
17.35
D
0
D
Stock Option (Right to Buy) (3)
9.75
2017-01-31
4
D
0
30000
7.6
D
2020-03-19
Common Stock
30000
0
D
Stock Option (Right to Buy) (3)
9.75
2017-01-31
4
D
0
20000
7.6
D
2020-03-19
Common Stock
20000
0
D
Stock Option (Right to Buy) (3)
12
2017-01-31
4
D
0
30000
5.35
D
2021-03-16
Common Stock
30000
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 shares to vest in 1/3 increments on March 31, 2016, March 31, 2017 and March 31, 2018, 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 15,000 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 15,000 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 Walter Bogumil
2017-02-01