Kok Thay Lim Form 4 EMPIRE RESORTS / Kok Thay Lim ownership change

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 MALAYSIA 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)
11/15/2019

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	11/15/2019		J		968,156	D	$9.74	28,914,606	I	See Explanation of Responses(1)(2)(3)(4)(5)
Common Stock	11/15/2019		J		968,156	A	$9.74	28,914,606	I	See Explanation of Responses(1)(2)(3)(4)(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 MALAYSIA 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)

1. Name and Address of Reporting Person^*

Genting Berhad

(Last) (First) (Middle)

24TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR MALAYSIA N8 50250

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Genting Malaysia Berhad

(Last) (First) (Middle)

GENTING HIGHLANDS RESORT

GENTING HIGHLANDS

(Street)

PAHANG DARUL MAKMUR MALAYSIA N8 69000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Genting (USA) Ltd

(Last) (First) (Middle)

FIRST NAMES HOUSE

VICTORIA ROAD

(Street)

DOUGLAS ISLE OF MAN Y8 IM2 4DF

(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 Genting (USA) Limited ("Gen USA"), simultaneously (i) Kien Huat contributed 15,714,606 shares of Common Stock, par value $0.01 per share, of the Issuer ("Common Stock") to Hercules Topco LLC ("Parent") and Gen USA contributed 13,200,000 shares of Common Stock to Parent and (ii) Gen USA contributed 49% of amounts required to be paid by Parent pursuant to the Agreement and Plan of Merger by and among Parent, Hercules Merger Subsidiary Inc. and the Issuer (the "Merger Agreement") plus $9,429,839.44 and Kien Huat contributed 51% of amounts required to be paid by Parent pursuant to the Merger Agreement, less $9,429,839.44.

2. Following such contributions, Kien Huat will continue to hold a 51% membership interest in Parent and Gen USA will continue to hold a 49% membership interest in Parent. $9,429,839.44 was contributed to Parent by Gen USA, and deducted from Kien Huat's contribution, in order for Gen USA to maintain a membership interest of 49%, assuming that all shares of Common Stock contributed to Parent had a value of $9.74 per share.

3. 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.

4. 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. 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.

5. Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "Reporting Persons") and Parent, the Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

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. 7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	/s/ Yap Chong Chew for Kien Huat Realty III Limited (6)(7)	11/15/2019
	/s/ Yap Chong Chew for Lim Kok Thay (6)(7)	11/15/2019
	/s/ Loh Bee Hong, Secretary, Genting Berhad (7)	11/15/2019
	/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting Malaysia Berhad (7)	11/15/2019
	/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting (USA) Limited (7)	11/15/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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