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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

11/15/2019
(Street)

KUALA LUMPUR MALAYSIA, N8 50250
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/15/2019  P  5523691 (1)(2)(3)(4)A$9.74 34438297 (1)(2)(3)(4)I See Explanation of Responses (1)(2)(3)(4)(5)(6)(7)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").
(2) In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").
(3) In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.
(4) As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.
(5) Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent.
(6) Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
(7) Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad.
(8) Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

Remarks:
9. Yap Chong Chew is signing on behalf of Kien Huat Realty III Limited and Lim Kok Thay pursuant to the letters of authorization dated July 25, 2019, which were previously filed with the Securities and Exchange Commission. 10. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kien Huat Realty III Ltd
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Lim Kok Thay
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Genting Berhad
24TH FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Genting Malaysia Berhad
GENTING HIGHLANDS RESORT
GENTING HIGHLANDS
PAHANG DARUL MAKMUR MALAYSIA, N8 69000

X

Genting (USA) Ltd
FIRST NAMES HOUSE
VICTORIA ROAD
DOUGLAS ISLE OF MAN, Y8 IM2 4DF

X

Hercules Topco LLC
C/O GENTING MALAYSIA BERHAD
24TH FLOOR, WISMA GENTING, JALAN SULTAN
KUALA LUMPUR MALAYSIA, N8 50250

X


Signatures
/s/ Yap Chong Chew for Kien Huat Realty III Limited (9)(10)11/15/2019
**Signature of Reporting PersonDate

/s/ Yap Chong Chew for Lim Kok Thay (9)(10)11/15/2019
**Signature of Reporting PersonDate

/s/ Loh Bee Hong, Secretary, Genting Berhad (10)11/15/2019
**Signature of Reporting PersonDate

/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting Malaysia Berhad (10)11/15/2019
**Signature of Reporting PersonDate

/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting (USA) Limited (10)11/15/2019
**Signature of Reporting PersonDate

/S/ Gerard Lim, Vice-President and Secretary, Hercules Topco LLC (10)11/15/2019
**Signature of Reporting PersonDate

Empire Resorts (NASDAQ:NYNY)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Empire Resorts Charts.
Empire Resorts (NASDAQ:NYNY)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Empire Resorts Charts.