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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Z Capital Partners, L.L.C. (Last) (First) (Middle) TWO CONWAY PARK 150 FIELD DRIVE, SUITE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Affinity Gaming, LLC [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/13/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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 Units	10/13/2011		P		297,851.1	A	$12	1,906,554.9	I(1)(2)	See footnotes 1 and 2

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* Z Capital Partners, L.L.C. (Last) (First) (Middle) TWO CONWAY PARK 150 FIELD DRIVE, SUITE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zenni Holdings LLC (Last) (First) (Middle) 150 FIELD DRIVE STE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Z Capital Special Situations Fund UGP LLC (Last) (First) (Middle) 150 FIELD DRIVE STE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Z Capital Special Situations Fund GP LP (Last) (First) (Middle) 150 FIELD DRIVE STE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zenni James Joseph JR (Last) (First) (Middle) TWO CONWAY PARK 150 FIELD DRIVE, SUITE 300 (Street) LAKE FOREST IL 60045 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of the Issuer's common units ("Units") may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Z Capital Special Situations Fund GP, L.P. ("Special GP"), as the general partner of certain private funds; Z Capital Special Situations Fund UGP, L.L.C. ("Special UGP"), as the general partner of Special GP; Z Capital Partners, L.L.C. ("Z Capital"), as the managing member of Special UGP; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital; and James J. Zenni, as the President of Z Capital and the sole owner of Zenni Holdings.

2. Each Reporting Person disclaims beneficial ownership of the Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Units for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Remarks:

	Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	10/17/2011
	ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner	10/17/2011
	Z CAPITAL SPECIAL SITUATIONS FUND 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	10/17/2011
	Z CAPITAL SPECIAL SITUATIONS FUND UGP, L.L.C., By: Z Capital Partners, L.L.C., Managing Member, By: /s/ James J. Zenni, Name: James J. Zenni, Title: President	10/17/2011
	/s/ James J. Zenni, James J. Zenni	10/17/2011
	** 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).
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