Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 6)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

Affinity Gaming

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

Not Applicable

(CUSIP NUMBER)

Thomas Surgent, Chief Compliance Officer

Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201

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

April 5, 2016

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  x.

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, as amended ( 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.

 

 

 

 

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CUSIP No. Not Applicable		13D/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Highland Capital Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF/OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
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   1,385,497
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,385,497
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,385,497
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.8%
14		TYPE OF REPORTING PERSON*   IA, PN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

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CUSIP No. Not Applicable		13D/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Strand Advisors, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF/OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
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   1,385,497
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,385,497
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,385,497
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.8%
14		TYPE OF REPORTING PERSON*   HC, CO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

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CUSIP No. Not Applicable		13D/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   James D. Dondero
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF/OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   1,385,497
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,385,497
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,385,497
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.8%
14		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

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AMENDMENT NO. 6 SCHEDULE 13D

This Amendment No. 6 (this Amendment) reflects changes to the information in Schedule 13D relating to the Common Stock of Affinity Gaming filed with the Securities and Exchange Commission (the Commission) on June 6, 2013 by the reporting persons (the Original Schedule 13D), as amended by Amendment No. 1 filed with the Commission on October 15, 2013 (Amendment No. 1), Amendment No. 2 filed with the Commission on December 5, 2013 (Amendment No. 2) Amendment No. 3 filed with the Commission on July 31, 2014 (Amendment No. 3), Amendment No. 4 filed with the Commission on June 3, 2015 (Amendment No. 4) and Amendment No. 5 filed with the Commission on September 9, 2015 (Amendment No. 5 and, collectively with the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and the Original Schedule 13D, the Schedule 13D). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3 of the Schedule 13D is hereby amended as follows:

Item 3. Source and Amount of Funds

As of April 6, 2016, the Private Funds had invested approximately $ 21,752,199.17 (inclusive of brokerage commissions) in the securities of the Issuer. The source of these funds was the working capital of the Private Funds.

Item 5 of the Schedule 13D is hereby supplemented to add the following:

Item 5. Purpose of the Transaction

(a) As of April 6, 2016, (i) Highland Capital may be deemed to beneficially own 1,385,497 shares of Common Stock, which represents approximately 6.8% of the outstanding Common Stock; (ii) Strand may be deemed to beneficially own 1,385,497 shares of Common Stock, which represents approximately 6.8% of the outstanding Common Stock; and (iii) James D. Dondero may be deemed to beneficially own 1,385,497 shares of Common Stock, which represents approximately 6.8% of the outstanding Common Stock.

(b)

 

Name of Reporting Person		Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
Highland Capital Management, L.P.			0				1,385,497				0				1,385,497
Strand Advisors, Inc.			0				1,385,497				0				1,385,497
James D. Dondero			0				1,385,497				0				1,385,497

 

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(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

 

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Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2016

 

 

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ANNEX A

 

Date		Shares				Unit Cost
4/5/2016			(46,760	)			13.50
4/5/2016			(116,600	)			13.50
4/5/2016			(116,601	)			13.50

 

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