SEC Form 4 · accession 0001104659-17-005811

Affinity Gaming

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Sr. VP, General Counsel & Sec.

Period of report

Jan 31, 2017

Accepted (ET)

Feb 1, 2017 · 4:27 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001499268

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jan 31, 2017	D	20,471	$17.35	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F3	$11.61	Jan 31, 2017	A	27,574	D	—	Feb 25, 2019	Common Stock	27,574	0	D

F1Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC ("Parent"), Affinity Merger Sub, Inc. and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each share of Affinity Gaming common stock converted into the right to receive $17.35 in cash. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016.
F2Includes shares of restricted stock. Pursuant to the Merger Agreement, each restricted stock award outstanding immediately prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $17.35 and (ii) the number of shares of Affinity Gaming common stock subject to such award.
F3This option, which provided for the options to vest in equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option.