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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 | ||||||||
| Equity Warrant (right to buy common stock) | $ 0.6 | 02/15/2006 | J(1) | 6,000,000 | 12/08/2004 | 12/08/2009 | Common Stock, par value $.01 | 6,000,000 | $ 0 (1) | 2,000,000 | D (2) | ||||
| Option to Buy from Certain Stockholders | $ 0.8 (3) | 02/15/2006 | J(1) | 7,500,000 (3) | 12/08/2004 | 12/31/2007 | Common Stock, par value $.01 per share | 7,500,000 | $ 0 (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CANTOR G&W (NEVADA), L.P. C/O CANTOR FITZGERALD, L.P. 110 EAST 59TH STREET NEW YORK, NY 10022 |
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| /s/ Howard W. Lutnick | 02/16/2006 | |
| **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) | Cantor G&W (Nevada), L.P. is surrendering these equity warrants and options to buy common stock rom certain stockholders in connectin with its purchase of certain assets from Gaming & Entertainment Group, Inc. |
| (2) | Cantor G&W (Nevada), L.P.'s general partner is Cantor G&W (Nevada), LLC, whose managing member is Cantor G&W (Nevada) Holdings, L.P., whose general partner is Cantor G&W (Nevada) Holdings LLC, of which Howard W. Lutnick is the sole member. Each of the above entities is filing a separate Form 4 with respect to the changes in their indirect ownership of the securities covered hereby |
| (3) | From 12/08/04 until 12/31/05, pursuant to the terms of the options, the options were exercisable for 7,500,000 shares of common stock at a per share exercise price of $0.60 per share, from 01/01/06 to 12/31/06, pursuant to the terms of the options, the options were to be exercisable for 5,000,000 shares of common stock at a per share exercise price of $0.80 per share, and from 01/01/07 to 12/31/07, pursuant to teh terms of the options, the options were to be execisable for 2,500,000 shares of common stock at a per share exercise price of $1.00 per share. |