0001104659-16-106295.txt : 20160318 0001104659-16-106295.hdr.sgml : 20160318 20160318135020 ACCESSION NUMBER: 0001104659-16-106295 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160316 FILED AS OF DATE: 20160318 DATE AS OF CHANGE: 20160318 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Gaming CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 341-2400 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Affinity Gaming, LLC DATE OF NAME CHANGE: 20110630 FORMER COMPANY: FORMER CONFORMED NAME: Herbst Gaming, LLC DATE OF NAME CHANGE: 20100816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Group, L.L.C. CENTRAL INDEX KEY: 0001515358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515651 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE, STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE, STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER NAME: FORMER CONFORMED NAME: Z Capital Partners, L.L.C. DATE OF NAME CHANGE: 20110314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zenni Holdings LLC CENTRAL INDEX KEY: 0001530859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515650 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Partners GP I, L.P. CENTRAL INDEX KEY: 0001530861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515647 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER NAME: FORMER CONFORMED NAME: Z Capital Special Situations Fund GP LP DATE OF NAME CHANGE: 20110921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Capital Partners UGP, L.L.C. CENTRAL INDEX KEY: 0001530862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515652 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER NAME: FORMER CONFORMED NAME: Z Capital Special Situations Fund UGP LLC DATE OF NAME CHANGE: 20110921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zenni James Joseph JR CENTRAL INDEX KEY: 0001530898 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515649 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: STE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z CAPITAL PARTNERS, L.L.C. CENTRAL INDEX KEY: 0001664612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515648 BUSINESS ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z CAPITAL PARTNERS GP II, L.P. CENTRAL INDEX KEY: 0001664609 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54085 FILM NUMBER: 161515653 BUSINESS ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 a4.xml 4 X0306 4 2016-03-16 0 0001499268 Affinity Gaming NONE 0001664612 Z CAPITAL PARTNERS, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530861 Z Capital Partners GP I, L.P. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001664609 Z CAPITAL PARTNERS GP II, L.P. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530862 Z Capital Partners UGP, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001515358 Z Capital Group, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530859 Zenni Holdings LLC 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 0 0 1 0 0001530898 Zenni James Joseph JR 150 FIELD DRIVE, STE 300 LAKE FOREST IL 60045 1 0 1 0 Common Stock 2016-03-16 4 A 0 16666 0 A 8263047.40 I See footnotes These 16,666 shares of time-vested restricted stock were part of an issuance of restricted stock to non-executive members of the Affinity Gaming board of directors (the "Board"). Pursuant to certain agreements governing investment funds affiliated with Z Capital Partners, L.L.C. ("Investment Funds"), any shares issued to James. J. Zenni, Jr. ("Mr. Zenni") and Andrei Scrivens ("Mr. Scrivens"), each a member of the Board, automatically revert to the Investment Funds. Accordingly, the Board's Compensation Committee awarded the shares directly to GP I, rather than to Mr. Zenni and Mr. Scrivens. The shares vest in equal one-half amounts on March 16, 2016 and January 1, 2017. Includes 5,594,272.10 shares that may be deemed to be indirectly beneficially owned by GP I, as the general partner or managing member of certain private funds; Z Capital Partners UGP, L.L.C. ("UGP"), as the general partner of GP I; Z Capital Partners, L.L.C. ("Z Capital Partners"), as the managing member of UGP; Z Capital Group, L.L.C. ("Z Capital Group"), as the managing member of Z Capital Partners; Zenni Holdings, LLC ("Zenni Holdings"), as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings. Includes 2,668,775.30 shares that may be deemed to be indirectly beneficially owned by Z Capital Partners GP II, L.P. ("GP II"), as the general partner of certain private funds; UGP, as the general partner of GP II; Z Capital Partners, as the managing member of UGP; Z Capital Group, as the managing member of Z Capital Partners; Zenni Holdings, as the managing member of Z Capital Group; and Mr. Zenni, as the President of Z Capital Partners and the sole owner of Zenni Holdings. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein. This Form 4 is being filed to report 16,666 shares of time-vested restricted stock of Affinity Gaming issued to Z Capital Partners GP I, L.P. ("GP I"). Please note that, as further described in Schedule 13D Amendment No. 27 filed with the Securities and Exchange Commission on February 1, 2016 ("Schedule 13D Amendment No. 27"), the names of several of the Reporting Persons have changed, and new Reporting Persons have been added in connection with a non-substantive internal restructuring. Please refer to Schedule 13D Amendment No. 27 for more information. Z CAPITAL PARTNERS GP I, L.P. By: Z Capital Partners UGP, L.L.C., General Partner By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 2016-03-18 Z CAPITAL PARTNERS GP II, L.P. By: Z Capital Partners UGP, L.L.C., General Partner By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 2016-03-18 Z CAPITAL PARTNERS UGP, L.L.C. By: Z Capital Partners, L.L.C., Managing Member By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 2016-03-18 Z CAPITAL PARTNERS, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 2016-03-18 Z CAPITAL GROUP, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 2016-03-18 ZENNI HOLDINGS, LLC By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: Sole Owner 2016-03-18 JAMES J. ZENNI By: James J. Zenni, Jr. Name: James J. Zenni, Jr. 2016-03-18