| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Gaming & Hospitality Acquisition Corp. [ GHACU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 02/05/2021 | J(1) | 777,500 | A | (1) | 777,500 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants | (3) | 02/05/2021 | J(1) | 259,167(1) | (3) | (3) | Class A Common Stock | 259,167 | (1) | 259,167 | D(2) | ||||
| Class B Common Stock | (4) | 02/05/2021 | J(5) | 37,500(5) | (4) | (4) | Class A Common Stock | 37,500 | $0.00 | 4,962,500 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Reporting Person purchased 777,500 units of Gaming & Hospitality Acquisition Corp. (the "Issuer") for $10.00 per unit in a private placement which occurred simultaneously with the closing of the Issuer's initial public offering. Each unit consists of one share of the Issuer's Class A Common Stock and one-third of one redeemable warrant. |
| 2. Represents the interest directly held by Affinity Gaming Holdings, L.L.C. The managing member of Affinity Gaming Holdings, L.L.C. is Z Capital Group, L.L.C., a Delaware limited liability company that is indirectly owned by James J. Zenni, Jr. Mr. Zenni is the Chairman of the Issuer's Board of Directors and the Founder, President, Chief Executive Officer and member of the Management Committee of Z Capital Group, L.L.C. |
| 3. Each whole warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities- Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-252182). |
| 4. Shares of Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252182), and have no expiration date. |
| 5. Concurrent with the closing of the issuer's initial public offering, Affinity Gaming Holdings, L.L.C. surrendered an aggregate of 37,500 shares of Class B common stock of the Company. |
| Remarks: |
| Affinity Gaming Holdings, L.L.C. may be deemed a director of the Issuer by deputization of James J. Zenni, Jr., who serves as Chairman of the Issuer's Board of Directors. |
| Affinity Gaming Holdings, L.L.C., By: Z Capital Group, L.L.C., its Manager, By: Name: James J. Zenni, Jr., Title: Authorized Person: /s/ James J. Zenni, Jr. | 02/09/2021 | |
| ** 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. | ||
