Sec Form 4 Filing - Z CAPITAL PARTNERS, L.L.C. @ Affinity Gaming - 2016-03-16

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 Z CAPITAL PARTNERS, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Affinity Gaming [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 150 FIELD DRIVE, STE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2016 (Street) LAKE FOREST, IL60045 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 Stock 03/16/2016 A 16,666 A $ 0 8,263,047.4 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 Z CAPITAL PARTNERS, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Z Capital Partners GP I, L.P. 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Z CAPITAL PARTNERS GP II, L.P. 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Z Capital Partners UGP, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Z Capital Group, L.L.C. 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Zenni Holdings LLC 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X Zenni James Joseph JR 150 FIELD DRIVE, STE 300 LAKE FOREST, IL60045 X X Signatures 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 03/18/2016 Signature of Reporting Person Date 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 03/18/2016 Signature of Reporting Person Date 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 03/18/2016 Signature of Reporting Person Date Z CAPITAL PARTNERS, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 03/18/2016 Signature of Reporting Person Date Z CAPITAL GROUP, L.L.C. By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: President 03/18/2016 Signature of Reporting Person Date ZENNI HOLDINGS, LLC By: James J. Zenni, Jr. Name: James J. Zenni, Jr. Title: Sole Owner 03/18/2016 Signature of Reporting Person Date JAMES J. ZENNI By: James J. Zenni, Jr. Name: James J. Zenni, Jr. 03/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.

Remarks: 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.

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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