0001214659-13-003890.txt : 20130715 0001214659-13-003890.hdr.sgml : 20130715 20130715094300 ACCESSION NUMBER: 0001214659-13-003890 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130715 DATE AS OF CHANGE: 20130715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gaming Partners International CORP CENTRAL INDEX KEY: 0000918580 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880310433 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54873 FILM NUMBER: 13967170 BUSINESS ADDRESS: STREET 1: 1700 INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023842425 MAIL ADDRESS: STREET 1: 1700 INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: PAUL SON GAMING CORP DATE OF NAME CHANGE: 19940203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VN CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001567697 IRS NUMBER: 010578848 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-393-1140 MAIL ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 SC 13G 1 j712130sc13g.htm j712130sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Gaming Partners International Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
36467A107
(CUSIP Number)
 
July 12, 2013
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

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 ("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).
 
 
 
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)
 
 
 
 

CUSIP No. 36467A107
13G
Page 2 of 8 Pages
1.
names of reporting persons
i.r.s. identification no. of above persons (entities only)
 
VN Capital Management, LLC                         01-05788848
 
2.
check the appropriate box if a group*
(a)  o
(b)  o
3.
sec use only
 
 
4.
citizenship or place of organization
 
Delaware, United States of America
 
number of
shares
5.
sole voting power
0
beneficially
owned by
6.
shared voting power
484,726
each
reporting
7.
sole dispositive power
0
person with:
8.
shared dispositive power
484,726
9.
aggregate amount beneficially owned by each reporting person
484,726
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
11.
percent of class represented by amount in row (9)
6.1%
12.
type of reporting person (See Instructions)
oo

 
 
 

CUSIP No. 36467A107
13G
Page 3 of 8 Pages
1.
names of reporting persons
i.r.s. identification no. of above persons (entities only)
 
James T. Vanasek
 
2.
check the appropriate box if a group*
(a)  o
(b)  o
3.
sec use only
 
 
4.
citizenship or place of organization
 
United States of America
 
number of
shares
5.
sole voting power
0
beneficially
owned by
6.
shared voting power
484,726
each
reporting
7.
sole dispositive power
0
person with:
8.
shared dispositive power
484,726
9.
aggregate amount beneficially owned by each reporting person
484,726
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
11.
percent of class represented by amount in row (9)
6.1%
12.
type of reporting person (See Instructions)
in

 
 
 
 
CUSIP No. 36467A107
13G
Page 4 of 8 Pages
1.
names of reporting persons
i.r.s. identification no. of above persons (entities only)
 
Patrick Donnell Noone
 
2.
check the appropriate box if a group*
(a)  o
(b)  o
3.
sec use only
 
 
4.
citizenship or place of organization
 
United States of America
 
number of
shares
5.
sole voting power
0
beneficially
owned by
6.
shared voting power
484,726
each
reporting
7.
sole dispositive power
0
person with:
8.
shared dispositive power
484,726
9.
aggregate amount beneficially owned by each reporting person
484,726
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
11.
percent of class represented by amount in row (9)
6.1%
12.
type of reporting person (See Instructions)
in
 
 
 
 
 
CUSIP No. 36467A107
13G
Page 5 of 8 Pages

Item 1.
 
(a)  Name of Issuer:
Gaming Partners International Corporation
     
 
(b)  Address of Issuer's Principal Executive Offices:
1700 Industrial Road
Las Vegas, Nevada 89102
 
Item 2.
 
(a)  Name of Person Filing:
This Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of Gaming Partners International Corporation (the “Issuer”) which are beneficially owned by VN Capital Management, LLC, James T. Vanasek and Patrick Donnell Noone (together, the “Reporting Persons”).  See Item 4 below.
 
This Schedule replaces the Reporting Persons’ Schedule 13D filed with respect to shares of Common Stock of the Issuer on June 25, 2013 as the Reporting Persons are eligible to file a Schedule 13G as noted in Item 3 below.
 
 
(b)  Address of Principal Business Office or, if none, Residence:
1133 Broadway, Suite 1609
New York, NY 10010
 
(c)  Citizenship:
 
VN Capital Management, LLC is a Delaware limited liability company.
James T. Vanasek and Patrick Donnell Noone are United States citizens.
     
 
(d)  Title of Class of Securities:
Common Stock
     
 
(e)  CUSIP Number:
36467A107

Item 3.
  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
(a)
  
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
(b)
  
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
(c)
  
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
(d)
  
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
(e)
  
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
(f)
  
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
(g)
  
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
 
 

CUSIP No. 36467A107
13G
Page 6 of 8 Pages

(h)
  
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
(i)
  
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
(j)
  
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
As of the date of this filing, VN Capital Management, LLC, James T. Vanasek and Patrick Donnell Noone are the beneficial owners of 484,726 shares of Common Stock.
     
     
(b)
Percent of class:
The beneficial ownership of 6.1% for VN Capital Management, LLC, James T. Vanasek and Patrick Donnell Noone is based on the 7,952,164 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 13, 2013.
     
(c)
Number of shares as to which the person has:
  
     
 
(i)
Sole power to vote or to direct the vote:
VN Capital Management, LLC: 0
James T. Vanasek: 0
Patrick Donnell Noone: 0
 
 
(ii)
Shared power to vote or to direct the vote:
VN Capital Management, LLC: 484,726
James T. Vanasek: 484,726
Patrick Donnell Noone: 484,726
 
 
(iii)
Sole power to dispose or to direct the disposition of:
VN Capital Management, LLC: 0
James T. Vanasek: 0
Patrick Donnell Noone: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of:
VN Capital Management, LLC: 484,726
James T. Vanasek: 484,726
Patrick Donnell Noone: 484,726
 
 
 
 
 
CUSIP No. 36467A107
13G
Page 7 of 8 Pages

Item 5
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o.
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.  Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not applicable.
 

 Item 10.
Certification
   
  (a)
  The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  x
 
 
 
 
 
CUSIP No. 36467A107
13G
Page 8 of 8 Pages
 
 
 
SIGNATURE
 
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.

Dated: July 12, 2013
 
VN Capital Management, LLC
     
     
 
By:
/s/ James T. Vanasek
 
Name:
James T. Vanasek
 
Title:
Managing Member
     
     
 
/s/ James T. Vanasek
 
James T. Vanasek
     
     
 
/s/ Patrick Donnell Noone
 
Patrick Donnell Noone
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)