SPH Manager SC 13D/A Beneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 22)

AFFINITY GAMING

___________________________________________________________________________________

(Name of Issuer)

Common Stock, par value $0.001 per share

___________________________________________________________________________________

(Title of Class of Securities)

Not Applicable

___________________________________________________________________________________

 (CUSIP Number)

Steven Weiser
Silver Point Capital, L.P.

2 Greenwich Plaza, First Floor

Greenwich, CT 06830
203-542-4200

___________________________________________________________________________________

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 31, 2017

___________________________________________________________________________________

 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP NO.   Not Applicable
1	NAMES OF REPORTING PERSONS
	SPH Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  ☒   (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO, WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				-0-
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER*   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		-0-
14	TYPE OF REPORTING PERSON
		IA, PN

*See Item 5.

SCHEDULE 13D

CUSIP NO.  Not Applicable
1	NAMES OF REPORTING PERSONS
	Edward A. Mulé
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO, WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				-0-
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER*      -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		-0-
14	TYPE OF REPORTING PERSON
		IN

*See Item 5

SCHEDULE 13D

CUSIP NO.  Not Applicable
1	NAMES OF REPORTING PERSONS
	Robert J. O’Shea
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  ☒  (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO, WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				-0-
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER*    -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		-0-
14	TYPE OF REPORTING PERSON
		IN

*See Item 5.

SCHEDULE 13D

CUSIP NO.  Not Applicable
1	NAMES OF REPORTING PERSONS
	Michael Gatto
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  ☒  (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO, WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				-0-
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER*    -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		-0-
14	TYPE OF REPORTING PERSON
		IN

This Amendment No. 22 ("Amendment No. 22") amends and supplements the statement on Schedule 13D originally filed on May 7, 2012, as amended by Amendment No. 1 filed on October 31, 2012, Amendment No. 2 filed on November 5, 2012, Amendment No. 3 filed on December 14, 2012, Amendment No. 4 filed on February 19, 2013, Amendment No. 5 filed on March 11, 2013, Amendment No. 6 filed on March 12, 2013, Amendment No. 7 filed on March 18, 2013, Amendment No. 8 filed on April 4, 2013, Amendment No. 9 filed on May 15, 2013, Amendment No. 10 filed on May 30, 2013, Amendment No. 11 filed on October 15, 2013, Amendment No. 12 filed on December 4, 2013, Amendment No. 13 filed on April 23, 2014, Amendment No. 14 filed on July 30, 2014, Amendment No. 15 filed on May 19, 2015, Amendment No. 16 filed on June 3, 2015, Amendment No. 17 filed on September 8, 2015, Amendment No. 18 filed on September 17, 2015, Amendment No. 19 filed on April 5, 2016, Amendment No. 20 filed on August 24, 2016 and Amendment No. 21 filed on September 8, 2016 (as amended as of the date hereof, the "Schedule 13D").

Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 22 shall have the meaning assigned to such term in the Schedule 13D.  Unless otherwise indicated, the information in the Schedule 13D is unchanged.

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) and (e) is hereby amended as follows:

Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC, Affinity Merger Sub, Inc. and Affinity Gaming, at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each share of Affinity Gaming common stock converted into the right to receive $17.35 in cash.  As a result of the Merger, the Reporting Persons are no longer the beneficial owners of any Shares.

Item 7. Material to be filed as Exhibits

Exhibit 99.20: Joint Filing Agreement, dated February 1, 2017.

SIGNATURES

    After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date:   February 1, 2017

SPH MANAGER, LLC
By:	/s/ Edward A. Mulé
Name:  Edward A. Mulé
Title:     Member

EDWARD A MULÉ

/s/ Edward A. Mulé

ROBERT J. O'SHEA

/s/ Robert J. O’Shea

MICHAEL GATTO

 /s/ Michael Gatto

Exhibit 99.20

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i)           Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii)          Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 1, 2017

SPH MANAGER, LLC
By:	/s/ Edward A. Mulé
Name:  Edward A. Mulé
Title:     Member

EDWARD A MULÉ

/s/ Edward A. Mulé

ROBERT J. O'SHEA

/s/ Robert J. O’Shea

MICHAEL GATTO

 /s/ Michael Gatto