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*
Kien Huat Realty III Ltd

(Last) (First) (Middle)
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL

(Street)
KUALA LUMPUR N8 50250

(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)
11/04/2019
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 11/04/2019 S(1) 13,200,000 D $9.74 13,200,000 I See Explanation of Responses(2)(3)(4)(5)
Common Stock 15,714,606 I See Explanation of Responses(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Kien Huat Realty III Ltd

(Last) (First) (Middle)
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL

(Street)
KUALA LUMPUR N8 50250

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lim Kok Thay

(Last) (First) (Middle)
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL

(Street)
KUALA LUMPUR MALAYSIA N8 50250

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Gen (USA) Limited ("Gen USA"), Kien Huat sold 13,200,000 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") to Gen USA.
2. Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly-owned subsidiary, Gen USA. Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
3. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. Genting Berhad, Gen M, and Gen USA filed separately from the Reporting Persons.
4. Because of the relationship between Lim Kok Thay and Gen USA, Lim Kok Thay may be deemed to beneficially own the securities reported herein to the extent of his respective direct or indirect pecuniary interests in Gen USA. Lim Kok Thay disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
5. Kien Huat and Lim Kok Thay beneficially own directly 15,714,606 shares of Common Stock. Gen USA beneficially owns directly 13,200,000 shares of Common Stock.
Remarks:
(6) Yap Chong Chew is signing on behalf of Kien Huat Realty III Limited and Lim Kok Thay pursuant to the letters of authorization dated July 25, 2019, which were previously filed with the Securities and Exchange Commission.
/s/ Yap Chong Chew for Kien Huat Realty III Limited (6) 11/04/2019
/s/ Yap Chong Chew for Lim Kok Thay (6) 11/04/2019
** 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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