SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAPPELLI LOUIS

(Last) (First) (Middle)
C/O CAPPELLI ENTERPRISES, INC.
115 STEVENS AVENUE

(Street)
VALHALLA NY 10595

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC [ NYNY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See foonote (2)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.1 par value per share 11/22/2010 S 135,376 D $1.3429(1) 5,347,469(2) I By LRC Acquisition LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CAPPELLI LOUIS

(Last) (First) (Middle)
C/O CAPPELLI ENTERPRISES, INC.
115 STEVENS AVENUE

(Street)
VALHALLA NY 10595

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See foonote (2)
1. Name and Address of Reporting Person*
LRC Acquisition LLC

(Last) (First) (Middle)
C/O CAPPELLI ENTERPRISES, INC.
115 STEVENS AVENUE

(Street)
VALHALLA NY 10595

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnote (2)
1. Name and Address of Reporting Person*
Cappelli Resorts LLC

(Last) (First) (Middle)
C/O CAPPELLI ENTERPRISES, INC.
115 STEVENS AVENUE

(Street)
VALHALLA NY 10595

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnote (2)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.30 to $1.49, inclusive. The Reporting Persons undertake to provide to Empire Resorts, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).
2. Louis R. Cappelli ("Cappelli") serves as the managing member and majority owner of LRC Acquisition LLC ("LRC") and Cappelli Resorts LLC ("Resorts"). Through LRC and Resorts, Cappelli indirectly owns 5,239,136 shares of the Company's Common Stock, $.01 par value per share ("Common Stock"). In addition, Cappelli directly owns (i) options which are currently exercisable to purchase 98,333 shares of Common Stock and (ii) 10,000 shares of restricted Common Stock granted on January 4, 2010 pursuant to the Company's 2005 Equity Incentive Plan, which shares will vest on January 4, 2011. LRC directly owns 4,064,624 of shares of Common Stock. Resorts directly owns 1,174,512 shares of Common Stock. Each of Cappelli, LRC and Resorts beneficially owns less than ten percent (10%) of the outstanding shares of the Company. Each of Cappelli, LRC and Resorts disclaims beneficial ownership of the shares reported on this Form 4 other than the shares directly owned by such person.
Remarks:
/s/ LOUIS R. CAPPELLI 11/24/2010
LRC ACQUISITION LLC /s/ LOUIS R. CAPPELLI, Managing Member 11/24/2010
CAPPELLI RESORTS LLC /s/ LOUIS R. CAPPELLI, Managing Member 11/24/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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