Sec Form 4 Filing - Kien Huat Realty III Ltd @ EMPIRE RESORTS INC - 2018-01-24

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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
Kien Huat Realty III Ltd
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC [ NYNY]
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)
21ST FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2018
(Street)
KUALA LUMPUR MALAYSIA, N850250
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 01/24/2018 P 1,666 A $ 15 ( 1 ) ( 2 ) 28,914,606 D ( 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
Kien Huat Realty III Ltd
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N850250
X
Lim Kok Thay
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N850250
X
Signatures
/s/ Gerard Lim for Kien Huat Realty III Limited 01/24/2018
Signature of Reporting Person Date
/s/ Lim Kok Thay by Gerard Lim 01/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Under the terms of the Investment Agreement (the "Investment Agreement"), dated August 19, 2009, as amended on September 30, 2009 and December 31, 2015, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited ("Kien Huat"), if any option or warrant outstanding as of the initial closing of the transactions contemplated by the Investment Agreement on August 19, 2009 (the "Initial Closing") or the subsequent closing on November 12, 2009 (the "Subsequent Closing") (or, in limited circumstances, if issued after the Subsequent Closing) is exercised after the Initial Closing, Kien Huat shall have the right (following notice of such exercise) to purchase an equal number of additional shares of Common Stock as are issued upon such exercise at the exercise price for the applicable option or warrant (such right, the "Option Matching Right").
( 2 )On January 24, 2018, Kien Huat exercised its Option Matching Right to purchase the additional 1,666 shares of Common Stock reflected in this Form 4 following the issuance of such number of shares to a holder of options upon his exercise of options to purchase shares of Common Stock.
( 3 )Kien Huat has direct beneficial ownership of the 28,914,606 shares reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest.

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