Z Capital Partners, L.L.C. SC 13D/A Beneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments

Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 14)

AFFINITY GAMING

(Name of Issuer)

Common Stock

(Title of Class of Securities)

N/A

(CUSIP Number)

Martin J. Auerbach, Esq.

c/o Z Capital Partners, L.L.C.

Two Conway Park

150 Field Drive, Suite 300

Lake Forest, IL 60045

(847) 235-8100

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

January 6, 2015

(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. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1	Names of Reporting Persons Z Capital Partners, L.L.C.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 8,024,436.4
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,024,436.4
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,024,436.4
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 39.5%
	14	Type of Reporting Person OO (Delaware limited liability company)

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	1	Names of Reporting Persons Zenni Holdings LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 8,024,436.4
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,024,436.4
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,024,436.4
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 39.5%
	14	Type of Reporting Person OO (Delaware limited liability company)

3

	1	Names of Reporting Persons Z Capital Special Situations Adviser, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 5,450,677.23
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 5,450,677.23
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,450,677.23
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 26.8%
	14	Type of Reporting Person PN

4

	1	Names of Reporting Persons Z Capital Special Situations GP, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 2,573,759.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,573,579.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,573,759.17
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 12.7%
	14	Type of Reporting Person PN

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	1	Names of Reporting Persons Z Capital Special Situations UGP, L.L.C.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 2,573,759.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,573,759.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,573,759.17
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 12.7%
	14	Type of Reporting Person OO (Delaware limited liability company)

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	1	Names of Reporting Persons James J. Zenni, Jr.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	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 8,024,256.4
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,024,256.4
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,024,256.4
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 39.5%
	14	Type of Reporting Person IN

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Preliminary Note

This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 23, 2012 (as amended and supplemented to date, the “Schedule 13D”) relating to the common stock, $0.001 par value (the “Common Stock”) of Affinity Gaming, a Nevada corporation (the “Issuer”) by each of the following (each a “Reporting Person” and together, the “Reporting Persons”): Z Capital Partners, L.L.C. (“Z Capital”); Zenni Holdings, LLC (“Zenni Holdings”); Z Capital Special Situations Adviser, L.P. (“Special Adviser”); Z Capital Special Situations GP, L.P. (“Special GP”); Z Capital Special Situations UGP, L.L.C. (“Special UGP”); and James J. Zenni, Jr. (“Mr. Zenni”).

Item 3.Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented  by the following:

The funds used for the purchase of the Common Stock by the Reporting Persons in the January Transaction (as defined below) were derived from general working capital.

Item 4.Purpose of Transaction.

Item 4 is hereby amended and supplemented by the following:

In May 2014, certain of the Reporting Persons entered into a trading plan (the “Trading Plan”), which provides for the purchase of Common Stock of the Issuer, subject to certain amount and price thresholds and any ownership limitations that may be imposed by state gaming regulators.  The Reporting Persons make no commitment in terms of the timing of such transactions, if any, which will depend on market conditions, including the price and availability of shares of Common Stock, as well as other factors.

On January 6, 2015, entities controlled by Special Adviser purchased 1,191,327 Common Stock at a price of $9.75 per Common Share in a broker assisted transaction (the “January Transaction”).  The January Transaction was executed pursuant to the Trading Plan.

Item 5.Interest in Securities of the Issuer.

Item 5 (a) — (b) is hereby amended and restated by the following:

(a) — (b)

The following sets forth the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof, based on 20,303,718 shares of Common Stock outstanding as of November 14, 2014.

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Reporting Person	Amount beneficially owned	Percent of class		Sole power to vote or to direct the vote	Shared power to vote or to direct the vote	Sole power to dispose or to direct the disposition of	Shared power to dispose or to direct the disposition of
Z Capital Partners, L.L.C.	8,024,256.40	39.5	%	0	8,024,256.40	0	8,024,256.40
Zenni Holdings, LLC	8,024,256.40	39.5	%	0	8,024,256.40	0	8,024,256.40
Z Capital Special Situations Adviser, L.P.	5,450,677.23	26.8	%	0	5,450,677.23	0	5,450,677.23
Z Capital Special Situations Fund GP, L.P.	2,573,579.17	12.7	%	0	2,573,579.17	0	2,573,579.17
Z Capital Special Situations Fund UGP, L.L.C.	2,573,579.17	12.7	%	0	2,573,579.17	0	2,573,579.17
James J. Zenni	8,024,256.40	39.5	%	0	8,024,256.40	0	8,024,256.40

* Represents less than one percent.

Item 5 (c) is hereby amended and supplemented by the following:

Except for the January Transaction, as of the date of the filing of this Amendment No. 14, none of the Reporting Persons has effected any transactions in the Common Stock in the past sixty days.

Item 7.Material to be Filed as Exhibits

Exhibit Number	Description
99.1	Joint filing agreement (incorporated by reference to exhibit 99.1 to Amendment No. 6 to Schedule 13D, filed on March 15, 2013).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  January 9, 2015

Z CAPITAL PARTNERS, L.L.C.
By:	/s/ James J. Zenni
Name:	James J. Zenni
Title:	President
ZENNI HOLDINGS, LLC
By:	/s/ James J. Zenni
Name:	James J. Zenni
Title:	Sole Owner
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
Z CAPITAL SPECIAL SITUATIONS 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
Z CAPITAL SPECIAL SITUATIONS UGP, L.L.C.
By:	Z Capital Partners, L.L.C., Managing Member
By:	/s/ James J. Zenni
Name:	James J. Zenni
Title:	President
JAMES J. ZENNI
By:	/s/ James J. Zenni

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