Sec Form 4 Filing - Z Capital Group, L.L.C. @ Affinity Gaming - 2017-01-31

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 Group, 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) 1330 AVENUE OF THE AMERICAS, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2017 (Street) NEW YORK, NY10019 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 01/31/2017 J( 1 ) 11,987,215 A $ 17.35 20,405,831 I See Footenote ( 1 )

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 Group, L.L.C. 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Z CAPITAL PARTNERS, L.L.C. 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Zenni Holdings LLC 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Z Capital Partners GP I, L.P. 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Z CAPITAL PARTNERS GP II, L.P. 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Z Capital Partners UGP, L.L.C. 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X Zenni James Joseph JR 1330 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10019 X X Signatures Z CAPITAL GROUP, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 01/31/2017 Signature of Reporting Person Date Z CAPITAL PARTNERS, L.L.C., By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 01/31/2017 Signature of Reporting Person Date ZENNI HOLDINGS, LLC, By: /s/ James J. Zenni, Name: James J. Zenni, Title: Sole Owner 01/31/2017 Signature of Reporting Person Date 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: /s/ James J. Zenni, Name: James J. Zenni, Title: President 01/31/2017 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: /s/ James J. Zenni, Name: James J. Zenni, Title: President 01/31/2017 Signature of Reporting Person Date Z CAPITAL PARTNERS UGP, L.L.C., By: Z Capital Partners, L.L.C., Managing Member By: /s/ James J. Zenni, Name: James J. Zenni, Title: President 01/31/2017 Signature of Reporting Person Date JAMES J. ZENNI, By: /s/ James J. Zenni, Name: James J. Zenni 01/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, L.L.C., Affinity Merger Sub, Inc. ("Merger Sub") and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Merger Sub with and into Affinity Gaming (the "Merger"), affiliates of Z Capital Partners, L.L.C. ("Z Capital") acquired all of the outstanding equity interests of Affinity Gaming not already owned by Z Capital, or an additional 11,987,215 shares. Following the Merger, Z Capital is the benefical owner of 100% of the equity interests of Affinity Gaming. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016. Each of the reporting persons disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest therein.

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).

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