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
EMPIRE RESORTS INC [ NYNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/24/2010 | ||||||||||||||||||||||||||
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, $0.1 par value per share | 11/24/2010 | S | 15,950(1) | D | $1.1 | 5,331,519(2) | I | By LRC Acquisition LLC(2) | ||
Common Stock, $0.1 par value per share | 11/26/2010 | S | 53,100(1) | D | $1.1 | 5,278,419(2) | I | By LRC Acquisition LLC(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 |
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The amount reported in Column 4 is a sum of shares sold in multiple transactions, all at the price of $1.10 per share. The Reporting Persons undertake to provide to Empire Resorts, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold in each separate transaction. |
2. Louis R. Cappelli ("Cappelli") serves as the managing member and majority owner of LRC Acquisition LLC ("LRC") and Cappelli Resorts LLC ("Resorts"), and indirectly owns 5,170,086 shares of the Company's Common Stock, $.01 par value per share. Cappelli directly owns (i) 98,333 options which are currently exercisable and (ii) 10,000 of restricted stock issued on January 4, 2010 pursuant to the Company's 2005 Equity Incentive Plan, which shares will vest on January 4, 2011. LRC directly owns 3,995,574 of shares. Resorts directly owns 1,174,512 shares. Each of Cappelli, LRC and Resorts beneficially owns less than ten percent (10%) of the outstanding shares of the Company. Each of Cappelli, LRC and Resorts disclaims beneficial ownership of the shares reported on this Form 4 other than the shares directly owned by such person. |
Remarks: |
/s/ LOUIS R. CAPPELLI | 11/29/2010 | |
LRC ACQUISITION LLC /s/ LOUIS R. CAPPELLI, Managing Member | 11/29/2010 | |
CAPPELLI RESORTS LLC /s/ LOUIS R. CAPPELLI, Managing Member | 11/29/2010 | |
** 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. |