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. 26)*

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)

December 14, 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) 40.4%
	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) 40.4%
	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) 27.6%
	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) 12.7%
	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) 12.7%
	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) 40.4%
	14	Type of Reporting Person (See Instructions) IN

7

SCHEDULE 13D

Item 1.Security and Issuer

This Amendment No. 26 to Schedule 13D (“Amendment No. 26”) 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 December 14, 2015, Z Capital and the Issuer entered into an Amended and Restated Exclusivity Agreement (the “Amended and Restated Exclusivity Agreement”) extending the expiration date of the exclusivity period from December 14, 2015 to January 29, 2016.

The description and summary of the Amended and Restated Exclusivity Agreement in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Exclusivity Agreement, which is included as Exhibit 99.25 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. 26 is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the following:

Exhibit 99.25:Amended and Restated Exclusivity Agreement between Z Capital Partners, L.L.C. and Affinity Gaming, dated December 14, 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.

December 14, 2015

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

9

EX-99.25

Exhibit 99.25

AMENDED AND RESTATED EXCLUSIVITY AGREEMENT

This AMENDED AND RESTATED EXCLUSIVITY AGREEMENT (this “Agreement”) is entered into as of December 14, 2015 between Affinity Gaming, a Nevada corporation (the “Company”), and Z Capital Partners, L.L.C., a Delaware limited liability company (“Z Capital”).  This Agreement amends and restates that certain Exclusivity Agreement, dated as of November 25, 2015, by and between the Company and Z Capital.

WHEREAS, Z Capital and the Company desire to engage in preliminary, non-binding discussions regarding the terms of a potential transaction involving the Company and Z Capital (the “Transaction”).

NOW, THEREFORE, in consideration of the willingness of Z Capital to devote such time, effort and resources in connection with the pursuit of the potential Transaction and other good and valuable consideration acknowledged to have been received by the parties, Z Capital and the Company hereby agree as follows:

1.  Exclusivity.  The Company agrees that it shall not, and shall not permit any of its subsidiaries to, and will cause its and their respective officers, directors, employees, advisors (including attorneys, accountants, financial advisors, consultants and investment bankers), agents and representatives not to, at any time from November 25, 2015 through January 29, 2016 (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or actively encourage submission of proposals or offers from any person or entity, other than Z Capital and its affiliates, relating to any acquisition of the Company or any of its subsidiaries or a material portion of their respective assets or voting securities, or any business combination involving the Company or any of its subsidiaries, or (b) participate in any negotiations regarding, or furnish to any other person or entity any non-public information with respect to, or otherwise further cooperate in any way with, or assist or actively participate in, actively facilitate or encourage, any effort or attempt by any other person or entity other than Z Capital and its affiliates to do or seek any of the foregoing.  During the Exclusivity Period, the Company shall promptly advise Z Capital if any such proposal or offer, or any inquiry by any person or entity with respect thereto, is made, shall promptly inform Z Capital of all the terms and conditions thereof, and shall furnish to Z Capital copies of any such written proposal or offer and the contents of any communications in response thereto.  In addition, the Company agrees that it will immediately cease, from November 25, 2015 through the end of the Exclusivity Period, any existing discussions or negotiations with any person or entity other than Z Capital and its affiliates that relate to, or may reasonably be expected to lead to, any transaction of the type described in Section 1(a).  During the Exclusivity Period, Z Capital shall (i) negotiate with the Company on the terms of the potential Transaction in good faith, (ii) reasonably diligently pursue arrangements to finance the potential transaction (giving due consideration to the end of year holiday period), and (iii) keep the Special Committee reasonably informed (on at least a weekly basis), regarding its arrangements to finance the potential Transaction; provided that to the extent Z Capital breaches any of the foregoing, the Company shall have the right to terminate this Agreement.

2.  Non-Assignability.  This Agreement shall not be assignable without the prior written consent of the non-assigning party.

3.  Governing Law and Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflicts of law principles thereof.  Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in Clark County in the State of Nevada over any suit, action or proceeding arising out of or relating to this Agreement.  Each party hereby

1

irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

4.  Remedies.  The Company agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Company and that Z Capital shall be entitled to seek equitable relief, including an injunction or injunctions and specific performance, as a remedy for any such breach without posting any bond or security, and that such remedy shall not be deemed to be the exclusive remedy for a breach by the Company of this Agreement but shall be in addition to all other remedies available to Z Capital at law or in equity.

5.  Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements related thereto.

6.  Amendments and Waivers.  Neither this Agreement nor any of the terms hereof may be amended or waived except by an instrument in writing signed by the party against which enforcement of the termination, amendment or waiver is sought.  The performance or observance of any provision of this Agreement may be waived in whole or in part and any period of time relating to such performance or observance may be extended from time to time, as agreed by the parties hereto in writing.

7.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

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

AFFINITY GAMING
By:	/s/ Marc H. Rubinstein
	Name:	Marc H. Rubinstein
	Title:	SVP, General Counsel & Secretary
Z CAPITAL PARTNERS, L.L.C.
By:	/s/ James J. Zenni, Jr
	Name:	James J. Zenni, Jr
	Title:	President and Chief Executive Officer

3