| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Gaming Partners International CORP [ GPIC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/01/2019 | U | 0(1) | D | $13.75 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Director Stock Option (Right to Buy) | $5.1 | 05/01/2019 | U | 3,500 | 12/31/2009(2) | 06/30/2019(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $6.38 | 05/01/2019 | U | 3,500 | 12/31/2010(2) | 06/30/2020(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $7.19 | 05/01/2019 | U | 3,500 | 12/31/2011(2) | 06/30/2021(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $6.18 | 05/01/2019 | U | 3,500 | 12/31/2012(2) | 06/30/2022(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $7.9 | 05/01/2019 | U | 3,500 | 12/31/2013(2) | 06/30/2023(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $8.16 | 05/01/2019 | U | 3,500 | 12/31/2014(2) | 06/30/2024(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $10.11 | 05/01/2019 | U | 3,500 | 12/31/2015(2) | 06/30/2025(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $9.3 | 05/01/2019 | U | 3,500 | 12/31/2016(2) | 06/30/2026(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $11.93 | 05/01/2019 | U | 3,500 | 12/31/2017(2) | 06/30/2027(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Director Stock Option (Right to Buy) | $8.56 | 05/01/2019 | U | 3,500 | 12/31/2018(2) | 06/30/2028(2) | Common Stock | 3,500 | $0(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 27, 2018 (as amended, modified, or supplemented prior to the date hereof, the "Merger Agreement"), by and among Gaming Partners International Corporation ("GPIC"), Angel Holdings Godo Kaisha ("Angel") and AGL Nevada Corporation ("Merger Sub"), as of the effective time of the merger contemplated by the Merger Agreement (the "Merger"), Merger Sub merged with and into GPIC, GPIC was the surviving corporation and, as a result thereof, GPIC became a wholly owned subsidiary of Angel. At the effective time of the Merger, each share of GPIC common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of $13.75 in accordance with the terms of the Merger Agreement. At the effective time of the Merger, Mr. Henry did not beneficially own any shares of GPIC common stock. |
| 2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, these stock options were canceled, terminated, and extinguished, and in exchange therefor, the holder was granted the right to receive a cash payment in accordance with the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, the cash payment made in respect of each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $13.75 over the exercise price per share for such option. |
| 3. As previously reported, GPIC granted these stock options to Mr. Henry, pursuant to the GPIC 1994 Directors' Stock Option Plan, as compensation for his services as a member of the Board of Directors of GPIC. The grant was exempt pursuant to Exchange Act Rule 16b-3. |
| Remarks: |
| /s/ Angela Qustandi by power of attorney for Charles R Henry | 05/02/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
