SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Affinity Gaming

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

Not Applicable

(CUSIP NUMBER)

Thomas Surgent, Chief Compliance Officer

Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2015

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  x.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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AMENDMENT NO. 5 SCHEDULE 13D

This Amendment No. 5 (this “Amendment”) reflects changes to the information in Schedule 13D relating to the Common Stock of Affinity Gaming filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2013 by the reporting persons (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the Commission on October 15, 2013 (“Amendment No. 1”), Amendment No. 2 filed with the Commission on December 5, 2013 (“Amendment No. 2”) Amendment No. 3 filed with the Commission on July 31, 2014 (“Amendment No. 3”),and Amendment No. 4 filed with the Commission on June 3, 2015 (“Amendment No. 4” and, collectively with the Amendment No. 1, Amendment No. 2, Amendment No. 3 and the Original Schedule 13D, the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4 of the Schedule 13D is hereby supplemented to add the following:

Item 4. Purpose of the Transaction

On September 4, 2015, the Reporting Persons entered into a certain Amendment No. 4 to the Stockholders Agreement (“Amendment No. 4 to the Stockholders Agreement”) with the Other Holders in order to add Barclays Bank PLC (“Barclays”) as a party to the Stockholders Agreement. All other terms and conditions of the Stockholders Agreement as disclosed on the Original 13D on June 6, 2013 remain in full force and effect without amendment. Amendment No. 4 to the Stockholders Agreement is filed herewith as Exhibit 99.7 and incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended to add the following:

Item 7. Material to be Filed as Exhibits

Exhibit 99.7 Amendment No. 4 to the Stockholders Agreement by and among SPH Manager, LLC, Spectrum Group Management, LLC, Highland Capital Management, L.P., One East Partners Opportunities, L.P., One East Partners Master, L.P. and Barclays Bank PLC, dated as of September 4, 2015.

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Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 8, 2015

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EXHIBIT 99.7

AMENDMENT NO. 4 TO THE STOCKHOLDERS AGREEMENT

This AMENDMENT NO. 4 (this “Amendment”) is made and entered into as of August 31, 2015, with reference to that certain Agreement, dated as of May 29, 2013 (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”), by and between each of the parties thereto (each such entity and any other person who becomes bound by the Stockholders Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”) and Barclays Bank PLC (the “Joining Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stockholders Agreement.

WHEREAS, as of the date hereof, the Joining Party owns the Shares set forth under its signature hereto;

WHEREAS, the Joining Party desires to be made a party to the Stockholders Agreement and the other Stockholders party thereto desire to accept such joinder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the Stockholders and the Joining Party agree as follows:

1. Joinder. The Joining Party shall be deemed to be a party to the Stockholders Agreement as of the date hereof, shall be deemed to be a “Stockholder” for all purposes thereunder and shall have all of the rights and obligations of a Stockholder thereunder as if it had executed the Stockholders Agreement.

2. Representations, Warranties and Undertakings of the Joining Party: The Joining Party: (a) hereby agrees to be bound by and comply with all of the terms, provisions and conditions contained in the Stockholders Agreement, (b) represents and warrants to each other Stockholder, as of the execution of this Amendment, that it can, and hereby does, make the representations and warranties of the Stockholders set forth in Section 3 of the Stockholders Agreement (provided that all references to the “Currently Owned Shares” set forth in such Section 3 shall be deemed to refer to the Shares set forth below the Joining Party’s name on the signature page to this Amendment); and (c) acknowledges and agrees that the undertakings set forth in this Amendment are for the benefit of, and may be enforced by, each Stockholder.

3. Restrictions on Transfer. Section 1(d) of the Stockholders Agreement shall be amended and restated in its entirety as follows: “(d) such Transfer is by either (i) Highland Capital Management LP, (ii) Spectrum Group Management, LLC, (iii) One East Partners Opportunities, L.P. and One East Partners Master, L.P., acting together, or (iv) Barclays Bank PLC (each, in such transferring capacity, “Transferring Owner”), representing a Transfer of all or a portion of the Owned Shares held by such Transferring Owner, to SPH Manager, LLC, after not less than five (5) business days’ notice of the proposed Transfer to each other Stockholder.”

4. Miscellaneous. Except for clauses (a), (d) and (l) thereof, Section 5 of the Stockholders Agreement is incorporated herein, mutatis mutandis.

5. Effectiveness. This Amendment shall be effective as of the date first written above by and among each Stockholder that has executed this Amendment as of such date.

6. Ratification. Except as specifically modified herein, all terms and conditions of the Stockholders Agreement are hereby ratified and confirmed in all respects and shall remain in full force and effect.

[Signature page follows.]

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the day and year written above.