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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 Group, L.L.C.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(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)
01/31/2017

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	01/31/2017		J(1)		11,987,215	A	$17.35	20,405,831	I	See Footenote(1)

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 Group, L.L.C.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z CAPITAL PARTNERS, L.L.C.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zenni Holdings LLC

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z Capital Partners GP I, L.P.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z CAPITAL PARTNERS GP II, L.P.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Z Capital Partners UGP, L.L.C.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zenni James Joseph JR

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, L.L.C., Affinity Merger Sub, Inc. ("Merger Sub") and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Merger Sub with and into Affinity Gaming (the "Merger"), affiliates of Z Capital Partners, L.L.C. ("Z Capital") acquired all of the outstanding equity interests of Affinity Gaming not already owned by Z Capital, or an additional 11,987,215 shares. Following the Merger, Z Capital is the benefical owner of 100% of the equity interests of Affinity Gaming. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016. Each of the reporting persons disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest therein.

	Z CAPITAL GROUP, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	01/31/2017
	Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	01/31/2017
	ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner	01/31/2017
	Z CAPITAL PARTNERS GP I, L.P., By: Z Capital Partners 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	01/31/2017
	Z CAPITAL PARTNERS GP II, L.P., By: Z Capital Partners 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	01/31/2017
	Z CAPITAL PARTNERS UGP, L.L.C., By: Z Capital Partners, L.L.C., Managing Member By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	01/31/2017
	JAMES J. ZENNI, By: /s/ James J. Zenni, Name: James J. Zenni	01/31/2017
	** 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.