Affinity Gaming Form 4/A Affinity Gaming / Jeffrey Solomon 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^*

Solomon Jeffrey

(Last) (First) (Middle)

C/O AFFINITY GAMING

3755 BREAKTHROUGH WAY, SUITE 300

(Street)

LAS VEGAS NV 89135

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP and COO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/16/2016		A		18,000(1)(2)	A	$0.00	18,000	D
Common Stock	03/16/2016		A		15,000(1)(3)	A	$0.00	33,000	D

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
Stock Option (Right to Buy)	$12	03/16/2016		A		80,000		(4)	03/16/2021	Common Stock	80,000	$0.00	80,000	D

Explanation of Responses:

1. This transaction was unintentionally omitted from the reporting person's Form 4 filed on March 18, 2016.

2. On March 16, 2016, the reporting person was issued 18,000 shares of restricted stock of the issuer. The shares vest in equal 1/3 increments on March 1, 2017, March 1, 2018 and March 1, 2019.

3. On March 16, 2016, the reporting person was issued 15,000 shares of restricted stock of the issuer. The shares vest in upon the execution of a binding agreement for an acquisition of the issuer or substantially all of the issuer's assets at a price or net asset valuation of $22.50 per share or greater, as may be adjusted by the issuer's board of directors.

4. 40,000 options will become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 40,000 options vest on those three dates in 1/3 increments or less dependent upon the achievement of performance-based conditions.

Remarks:

	/s/ Marc H. Rubinstein, as Attorney-in-Fact for Jeffrey Solomon	03/23/2016
	** 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.