SEC FORM 4

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

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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^*

PHILLIPS LOUIS J

(Last)

(First)

(Middle)

345 N. ARLINGTON AVE

(Street)

RENO

89501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDS REGENT [ SNDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2007		D		7,000	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.12	01/03/2007		D			10,000	05/11/1999	05/11/2008	Common Stock	10,000	$12.88⁽²⁾	0	D
Stock Option (right to buy)	$1.6875	01/03/2007		D			7,500	11/01/2000	11/01/2009	Common Stock	7,500	$13.3125⁽²⁾	0	D
Stock Option (right to buy)	$3	01/03/2007		D			7,500	11/06/2001	11/06/2010	Common Stock	7,500	$12⁽²⁾	0	D
Stock Option (right to buy)	$2.48	01/03/2007		D			7,500	11/05/2002	11/05/2011	Common Stock	7,500	$12.52⁽²⁾	0	D
Stock Option (right to buy)	$3.3	01/03/2007		D			7,500	11/04/2003	11/04/2012	Common Stock	7,500	$11.7⁽²⁾	0	D
Stock Option (right to buy)	$4.75	01/03/2007		D			7,500	11/03/2004	11/03/2013	Common Stock	7,500	$10.25⁽²⁾	0	D
Stock Option (right to buy)	$9.75	01/03/2007		D			7,500	11/01/2005	11/01/2014	Common Stock	7,500	$5.25⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement (the "Merger Agreement") among the Issuer, Herbst Gaming, Inc. ("HGI") and HGI-Casinos, Inc., a wholly-owned subsidiary of HGI (the "Merger") and which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $15.00 per share (the "Merger Consideration"). Includes 3,500 shares of unvested restricted stock.

2. All options were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share.

	Louis J. Phillips	01/03/2007
	** 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).
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