SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments

Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 22)*

AFFINITY GAMING

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Martin J. Auerbach, Esq.

c/o Z Capital Partners, L.L.C.

1330 Avenue of the Americas

Suite 1100

New York, NY  10019

(212) 595-8400

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

July 10, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.The information required on 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 (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 (however, see the Notes).

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS, L.L.C.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 40.5%
	14	Type of Reporting Person (See Instructions) IA, OO (Delaware limited liability company)

2

SCHEDULE 13D

	1	Name of Reporting Persons ZENNI HOLDINGS LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 40.5%
	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

3

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS ADVISER, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 5,628,671.23
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 5,628,671.23
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,628,671.23
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 27.7%
	14	Type of Reporting Person (See Instructions) PN

4

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS FUND GP, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 2,594,271.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,594,271.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,594,271.17
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 12.8%
	14	Type of Reporting Person (See Instructions) PN

5

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS FUND UGP, L.L.C.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 2,594,271.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,594,271.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,594,271.17
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 12.8%
	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

6

SCHEDULE 13D

	1	Name of Reporting Persons JAMES J. ZENNI, JR.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 40.5%
	14	Type of Reporting Person (See Instructions) IN

7

SCHEDULE 13D

Item 1.Security and Issuer

This Amendment No. 22 to Schedule 13D (“Amendment No. 22”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 23, 2012 (as amended and supplemented to date, the “Schedule 13D”) relating to the common stock, $0.001 par value (the “Common Stock”) of Affinity Gaming, a Nevada corporation (the “Issuer”) by each of the following (each a “Reporting Person” and together, the “Reporting Persons”): Z Capital Partners, L.L.C. (“Z Capital”); Zenni Holdings, LLC (“Zenni Holdings”); Z Capital Special Situations Adviser, L.P. (“Special Adviser”); Z Capital Special Situations Fund GP, L.P. (“Special GP”); Z Capital Special Situations Fund UGP, L.L.C. (“Special UGP”); and James J. Zenni, Jr. (“Mr. Zenni”).

Item 4.Purpose of Transaction.

Item 4 is hereby amended and supplemented by the following:

On July 10, 2015, Z Capital delivered a letter (the “July 10 Letter”) to the Special Committee of the Board of Directors (the “Special Committee”) of the Issuer in which, among other things, Z Capital confirmed that the proposal in its June 29, 2015 letter to the Special Committee expired by its own terms.

The description and summary of the July 10 Letter in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the July 10 Letter, which is included as Exhibit 99.20 to this Schedule 13D and is incorporated herein by reference.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by the following:

The response to Item 4 of this Amendment No. 22 is incorporated herein by reference..

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the following:

Exhibit 99.20: Letter from Z Capital Partners, L.L.C. to the Special Committee of the Board of Directors of Affinity Gaming, dated July 10, 2015

8

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Z CAPITAL PARTNERS, L.L.C.
	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

ZENNI HOLDINGS LLC
	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	Sole Owner

Z CAPITAL SPECIAL SITUATIONS ADVISER, L.P.
	By:	Z Capital Partners, L.L.C., General Partner
	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

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, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

Z CAPITAL SPECIAL SITUATIONS FUND UGP, L.L.C.
	By:	Z Capital Partners, L.L.C., Managing Member
	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

JAMES J. ZENNI, JR.

/s/ James J. Zenni, Jr.

July 10, 2015

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

9

EX-99.20

Exhibit 99.20

July 10, 2015

By Email and Federal Express

The Special Committee of the Board of Directors

Attention:  Matthew Doheny, Chairman

Affinity Gaming

3755 Breakthrough Way, Suite 300

Las Vegas, NV 89135

Re:  Affinity Gaming Proposal

Dear Matt:

As you know, the proposal in our letter dated June 29, 2015 (the “June 29 Proposal”) has expired by its terms.

We believe that this is the result of a flawed process driven by the unrealistic valuation expectations of the Special Committee of the Board of Directors (the “Special Committee”) and the control over the Special Committee exerted by the licensed and unlicensed members of the control group stockholders whose role in the process poses very serious concerns with respect to fiduciary duties and conflicts of interest. As you know, we have recently raised these concerns with the Board of Directors, but they have not been meaningfully addressed.

In any event, if the Special Committee is prepared to propose a purchase price that is more realistic, we would consider it.

Best Regards,

Z Capital Partners, L.L.C.

/s/ James J. Zenni, Jr.

James J. Zenni, Jr.

President and Chief Executive Officer

Two Conway Park · 150 Field Drive · Suite 300 · Lake Forest, IL 60045 · Tel. (847) 235-8100 · Fax (847) 235-8111

1330 Avenue of the Americas · Suite 1100 · New York, NY 10019 · Tel. (212) 595-8400 · Fax (212) 595-9200