Sec Form 4 Filing - North LV HoldCo, LLC @ ALST Casino Holdco, LLC - 2016-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
North LV HoldCo, LLC
2. Issuer Name and Ticker or Trading Symbol
ALST Casino Holdco, LLC [ N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
767 FIFTH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2016
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units 09/27/2016 D( 1 ) 136,807 D $ 771.14 0 D ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
North LV HoldCo, LLC
767 FIFTH AVENUE
12TH FLOOR
NEW YORK, NY10153
X X See Remarks
Standard General Gaming, LLC
767 FIFTH AVENUE
12TH FLOOR
NEW YORK, NY10153
X X See Footnote 3
Kim Soohyung
767 FIFTH AVENUE
12TH FLOOR
NEW YORK, NY10153
X X See Footnote 3
Signatures
/s/ North LV HoldCo, LLC, by Standard General Gaming, LLC, its Voting Member, by Soohyung Kim, Manager 09/28/2016
Signature of Reporting Person Date
/s/ Standard General Gaming, LLC, by Soohyung Kim, Manager 09/28/2016
Signature of Reporting Person Date
/s/ Soohyung Kim 09/28/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were disposed of pursuant to an Agreement and Plan of Merger, dated as of April 21, 2016, by and among the Issuer, Boyd Gaming Corporation ("Boyd") and a wholly-owned subsidiary of Boyd.
( 2 )These securities were held by North LV HoldCo, LLC ("HoldCo"). Standard General Gaming, LLC ("Standard General Gaming" and, together with HoldCo, the "Reporting Entities") is the voting member of HoldCo, and Mr. Kim is managing member of Standard General Gaming. HoldCo, Standard General Gaming and Mr. Kim are referred to herein as the "Reporting Persons."
( 3 )In their capacities described in Footnote 2, Standard General Gaming and Mr. Kim have been deemed to beneficially own indirectly the securities reported herein. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

Remarks:
Mr. Kim is the Chief Executive Officer of the Issuer and is a member of the Board of Managers of the Issuer. The Reporting Entities take the position that they are to be deemed directors of the Issuer for purposes of Section 16, because Mr. Kim, directly or indirectly, has the power to control the investment and voting decisions of the Reporting Entities with respect to the Issuer's securities and because Mr. Kim initially became a member of the Board of Managers of the Issuer, in part, as a result of HoldCo's right, under the Issuer's Operating Agreement, to designate a member of the Board of Managers.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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