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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 | ||||||||
| Option (Right to Buy) (1) | $ 9.85 | 04/15/2005 | 10/14/2014 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Option (Right to Buy) (2) | $ 5.88 | 04/15/2004 | 10/14/2013 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Option (Right to Buy) (3) | $ 3.69 | (3) | 10/14/2012 | Common Stock | 6,000 | 6,000 | D | ||||||||
| Warrants (Right to Buy) (4) | $ 0.01 | 09/12/2005 | M | 2 | (4) | (4) | Common Stock | 2 | $ 0.01 | 17 | D | ||||
| Warrants (Right to Buy) (5) | $ 0.01 | 09/12/2005 | M | 1,335 | (5) | (5) | Common Stock | 1,335 | $ 0.01 | 10,885 | I | By CAFF S.A. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AUCOUTURIER BENOIT C/O CAFF S.A. 24 RUE D'ARMAILLE PARIS, I0 75017 |
X | |||
| /s/ Melody Sullivan, by power of attorney for Benoit Aucouturier | 09/21/2005 | |
| **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) | As previously reported, on October 14, 2004, Gaming Partners International Corporation f/k/a Paul-Son Gaming Corporation (the "Company") granted Mr. Aucouturier options to purchase 1,500 shares of the Company's common stock at $9.85 per share, pursuant to the Company's 1994 Directors' Stock Option Plan (the "Plan"). The grant was exempt under Rule 16b-3. The option is fully vested and exercisable. |
| (2) | As previously reported, on October 14, 2003, the Company granted Mr. Aucouturier options to purchase 1,500 shares of the Company's common stock at $5.88 per share, pursuant to the Plan. The grant was exempt under Rule 16b-3. The option is fully vested and exercisable. |
| (3) | As previously reported, on October 14, 2002, the Company granted Mr. Aucouturier options to purchase 6,000 shares of the Company's common stock pursuant to the Plan. The grant was exempt under Rule 16b-3. The options vest in equal installments over a three-year period with the first one-third installment vesting on October 14, 2003. |
| (4) | On September 12, 2005, pursuant to the terms of his anti-dilution warrants, Mr. Aucouturier excercised his right to purchase 2 shares of the Company's common stock at an exercise price of $0.01 per share. The Company issued the warrants to purchase common stock pursuant to a combination agreement between the Company and Etablissements Bourgogne et Grasset SA (the "Agreement"). The anti-dilution warrants were approved by the Company's stockholders on September 12, 2002. The anti-dilution warrants are exercisable only upon conversion, exercise or exchange for shares issued pursuant to options and similar rights granted by the Company prior to the closing of the Agreement. Mr. Aucouturier's exercise of the anti-dulition warrants was exempt under Rule 16b-3 and/or 16b-6(b). There are currently no warrants exerciseable. |
| (5) | On September 12, 2005, pursuant to the terms of its anti-dilution warrants, Compagnie d'Arbitrage Financier et Foncier ("CAFF S.A."), a family investment company of which Mr. Aucouturier is general manager and director, excercised its right to purchase 1,335 shares of the Company's common stock at an exercise price of $0.01 per share. The Company issued the warrants to purchase common stock pursuant to the Agreement. The anti-dilution warrants were approved by the Company's stockholders on September 12, 2002. The anti-dilution warrants are exercisable only upon conversion, exercise or exchange for shares issued pursuant to options and similar rights granted by the Company prior to the closing of the Agreement. CAFF S.A.'s exercise of the anti-dulition warrants were exempt under Rule 16b-3 and/or 16b-6(b). There are currently 91 warrants exerciseable. |