SEC FORM 4

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^*

BERMAN ROBERT ALAN

(Last)

(First)

(Middle)

4446 STREET, ROUTE 42

(Street)

MONTICELLO

12701

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value								3,209,108⁽¹⁾	D
Common Stock, $.01 par value	11/29/2005		G	V	10,000	D	$0	236,602⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value	01/18/2006		S		35,000	D	$6.85	201,602⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value	01/19/2006		S		20,000	D	$7.03	181,602⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value	01/20/2006		S⁽⁴⁾		10,000	D	$6.825	171,602⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value	01/20/2006		S		2,500	D	$6.85	169,102⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value	01/20/2006		S		7,500	D	$6.9	161,602⁽²⁾	I	By Avon Road Partners, LP⁽³⁾
Common Stock, $.01 par value								12,272	I	By Trust⁽⁴⁾
Common Stock, $.01 par value								25,000	I	By Watertone Holdings, L.P.⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 99,098 shares that are subject to a pre-paid variable forward sale contract described in a Form 4 filed by the Reporting Person on March 11, 2005.

2. Includes 161,602 shares that are subject to a pre-paid variable forward sale contract described in a Form 4 filed by the Reporting Person on March 11, 2005.

3. The Reporting Person is the general partner of Avon Road Partners, LP.

4. These shares are held by the Berman Family Trust. Debbie N. Berman is trustee for the Berman Family Trust and has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of these shares. Robert A. Berman disclaims beneficial ownership of such shares.

5. Robert A. Berman is the managing member of BKB, LLC, the general partner of Watertone.

	/s/ Robert A. Berman	01/20/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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