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)
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2. Issuer Name and Ticker or Trading Symbol
Elixir Gaming Technologies, Inc. [ EGT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2007 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 12/17/2007 | P | 4,800,000 | A | (1) | 45,800,000 | I | See note (2)(2) | ||
Common Stock | 12/17/2007 | P | 26,400,000 | A | (3) | 72,200,000 | I | See note (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 | ||||||||
Warrant | $2.65 | 12/17/2007 | S | 66,000,000 | (4) | 12/31/2012 | Common Stock | 66,000,000 | (5) | 0 | I | See note (6)(6) | |||
Warrant | $2.65 | 12/17/2007 | S | 12,000,000 | 09/10/2007 | 12/31/2012 | Common Stock | 12,000,000 | (7) | 0 | I | See note(6) | |||
Warrant | $2.65 | 12/17/2007 | S | 10,000,000 | 09/10/2007 | 12/31/2012 | Common Stock | 10,000,000 | $0.86 | 0 | I | See note(6) | |||
Warrant | $2.65 | 12/17/2007 | S | 6,000,000 | 10/12/2007 | 12/31/2010 | Common Stock | 6,000,000 | $0.86 | 0 | I | See note (6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares were issued to Elixir Group Limited ("Elixir Group") by Elixir Gaming Technologies, Inc. ("EGT") in exchange for Elixir Group's cancellation of EGT warrants at the rate of one EGT common share for each 2.5 EGT warrants cancelled, pursuant to a securities amendment and exchange agreement dated October 21, 2007 ("Exchange Agreement") between EGT and Elixir Group. |
2. The shares are owned directly by Elixir Group. Elixir Group is the indirect wholly-owned subsidiary of Melco International Development Limited ("Melco"). Melco is the indirect beneficial owner of the reported securities. The address for Elixir Group is Penthouse, 38/F, The Centrium, 60 Wyndham Street, Central Hong Kong. |
3. The common shares will be issued pursuant to the Exchange Agreement upon and subject to the vesting of the warrants to be cancelled in consideration of the shares. |
4. The warrants will vest and first become exercisable upon the satisfaction of certain performance conditions set forth in the Securities Purchase and Product Participation Agreement dated June 12, 2007 between EGT and Elixir Group. |
5. The warrants will be cancelled pursuant to the Exchange Agreement, upon and subject to the vesting of the warrants, in consideration of EGT's issuance of 26,400,000 common shares. |
6. The warrants are owned directly by Elixir Group. Melco is the indirect beneficial owner of the reported securities. |
7. The warrants were cancelled pursuant to the Exchange Agreement in consideration of EGT's issuance of 4,800,000 common shares. |
Frank Che Yin Tsui | 12/19/2007 | |
Gordon Yuen | 12/19/2007 | |
** 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. |