Affinity Gaming Form 4 Affinity Gaming / James Joseph Zenni JR 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^*

Z Capital Partners, L.L.C.

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Affinity Gaming [ NONE ]

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)
05/11/2015

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	05/11/2015		A		20,512	A	$0.00	8,044,948.4	I	See footnotes(1)(2)(3)

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^*

Z Capital Partners, L.L.C.

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zenni Holdings LLC

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z Capital Special Situations Adviser LP

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z Capital Special Situations Fund GP LP

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z Capital Special Situations Fund UGP LLC

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zenni James Joseph JR

(Last) (First) (Middle)

150 FIELD DRIVE, STE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

Explanation of Responses:

1. Includes 5,450,677.23 shares that may be deemed to be indirectly beneficially owned by Z Capital Special Situations Adviser, L.P. ("Special Adviser"), as the investment adviser of certain private funds; Z Capital Partners, L.L.C. ("Z Capital"), as the general partner of Special Adviser; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital; and James J. Zenni ("Mr. Zenni"), as the President of Z Capital and the sole owner of Zenni Holdings.

2. Includes 2,594,271.17 shares that may be deemed to be indirectly beneficially owned by Z Capital Special Situations Fund GP, L.P. ("Special GP"), as the manager of certain private funds; Z Capital Special Situations Fund UGP, L.L.C. ("Special UGP"), as the general partner of Special GP; Z Capital, as the managing member of Special UGP; Zenni Holdings, as the managing member of Z Capital; and Mr. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings. Includes 20,512 shares awarded to Special GP on May 11, 2015. These shares are time vested restricted stock, which vest in equal increments on May 11, 2015 and January 1, 2016.

3. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.

	Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	05/12/2015
	ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner	05/12/2015
	Z CAPITAL SPECIAL SITUATIONS ADVISER, L.P., By: Z Capital Partners, L.L.C., General Partner By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	05/12/2015
	Z CAPITAL SPECIAL SITUATIONS FUND GP, L.P., By: Z Capital Special Situations UGP, L.L.C., General Partner By: Z Capital Partners, L.L.C., Managing Member By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	05/12/2015
	Z CAPITAL SPECIAL SITUATIONS FUND UGP, L.L.C., By: Z Capital Partners, L.L.C., Managing Member By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	05/12/2015
	/s/ James J. Zenni	05/12/2015
	** Signature of Reporting Person	Date
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