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 |
| |||||||||||||||
| 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 Affinity Gaming [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 16,666 | A | $0 | 8,263,047.4 | I | See footnotes(1)(2)(3)(4) | ||
| 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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. These 16,666 shares of time-vested restricted stock were part of an issuance of restricted stock to non-executive members of the Affinity Gaming board of directors (the "Board"). Pursuant to certain agreements governing investment funds affiliated with Z Capital Partners, L.L.C. ("Investment Funds"), any shares issued to James. J. Zenni, Jr. ("Mr. Zenni") and Andrei Scrivens ("Mr. Scrivens"), each a member of the Board, automatically revert to the Investment Funds. Accordingly, the Board's Compensation Committee awarded the shares directly to GP I, rather than to Mr. Zenni and Mr. Scrivens. The shares vest in equal one-half amounts on March 16, 2016 and January 1, 2017. |
| 2. Includes 5,594,272.10 shares that may be deemed to be indirectly beneficially owned by GP I, as the general partner or managing member of certain private funds; Z Capital Partners UGP, L.L.C. ("UGP"), as the general partner of GP I; Z Capital Partners, L.L.C. ("Z Capital Partners"), as the managing member of UGP; Z Capital Group, L.L.C. ("Z Capital Group"), as the managing member of Z Capital Partners; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings. |
| 3. Includes 2,668,775.30 shares that may be deemed to be indirectly beneficially owned by Z Capital Partners GP II, L.P. ("GP II"), as the general partner of certain private funds; UGP, as the general partner of GP II; Z Capital Partners, as the managing member of UGP; Z Capital Group, as the managing member of Z Capital Partners; Zenni Holdings, as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings. |
| 4. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| This Form 4 is being filed to report 16,666 shares of time-vested restricted stock of Affinity Gaming issued to Z Capital Partners GP I, L.P. ("GP I"). Please note that, as further described in Schedule 13D Amendment No. 27 filed with the Securities and Exchange Commission on February 1, 2016 ("Schedule 13D Amendment No. 27"), the names of several of the Reporting Persons have changed, and new Reporting Persons have been added in connection with a non-substantive internal restructuring. Please refer to Schedule 13D Amendment No. 27 for more information. |
| 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: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President | 03/18/2016 | |
| 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: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President | 03/18/2016 | |
| Z CAPITAL PARTNERS UGP, L.L.C. By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President | 03/18/2016 | |
| Z CAPITAL PARTNERS, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President | 03/18/2016 | |
| Z CAPITAL GROUP, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President | 03/18/2016 | |
| ZENNI HOLDINGS, LLC By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: Sole Owner | 03/18/2016 | |
| JAMES J. ZENNI By: James J. Zenni, Jr. Name: James J. Zenni, Jr. | 03/18/2016 | |
| ** 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. | ||