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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CAPPELLI LOUIS C/O CAPPELLI ENTERPRISES, INC. 115 STEVENS AVENUE VALHALLA, NY 10595 |
X | See foonote (2) | ||
LRC Acquisition LLC C/O CAPPELLI ENTERPRISES, INC. 115 STEVENS AVENUE VALHALLA, NY 10595 |
See footnote (2) | |||
Cappelli Resorts LLC C/O CAPPELLI ENTERPRISES, INC. 115 STEVENS AVENUE VALHALLA, NY 10595 |
See footnote (2) |
/s/ LOUIS R. CAPPELLI | 11/29/2010 | |
**Signature of Reporting Person | Date | |
LRC ACQUISITION LLC /s/ LOUIS R. CAPPELLI, Managing Member | 11/29/2010 | |
**Signature of Reporting Person | Date | |
CAPPELLI RESORTS LLC /s/ LOUIS R. CAPPELLI, Managing Member | 11/29/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The amount reported in Column 4 is a sum of shares sold in multiple transactions, all at the price of $1.10 per share. The Reporting Persons undertake to provide to Empire Resorts, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold in each separate transaction. |
(2) | Louis R. Cappelli ("Cappelli") serves as the managing member and majority owner of LRC Acquisition LLC ("LRC") and Cappelli Resorts LLC ("Resorts"), and indirectly owns 5,170,086 shares of the Company's Common Stock, $.01 par value per share. Cappelli directly owns (i) 98,333 options which are currently exercisable and (ii) 10,000 of restricted stock issued on January 4, 2010 pursuant to the Company's 2005 Equity Incentive Plan, which shares will vest on January 4, 2011. LRC directly owns 3,995,574 of shares. Resorts directly owns 1,174,512 shares. Each of Cappelli, LRC and Resorts beneficially owns less than ten percent (10%) of the outstanding shares of the Company. Each of Cappelli, LRC and Resorts disclaims beneficial ownership of the shares reported on this Form 4 other than the shares directly owned by such person. |