Edgar Filing: AMERISTAR CASINOS INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KANOFSKY GORDON

2. Issuer Name and Ticker or Trading Symbol
AMERISTAR CASINOS INC [ASCA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

16633 VENTURA BOULEVARD, SUITE 1050

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013

(Street)

ENCINO, CA 91436

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2013		D		203,967	D	$ 26.5 ⁽¹⁾	0	D
Common Stock	08/13/2013		D		135,993	D	$ 26.5 ⁽²⁾	0	I	Family Trust ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 22.87

08/13/2013

67,866

⁽⁴⁾

12/15/2015

Common Stock

67,866

$ 3.63

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 22.09

08/13/2013

58,870

⁽⁴⁾

07/29/2021

Common Stock

58,870

$ 4.41

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 21.3

08/13/2013

73,744

⁽⁴⁾

12/16/2014

Common Stock

73,744

$ 5.2

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 18.62

08/13/2013

65,750

⁽⁴⁾

07/31/2019

Common Stock

65,750

$ 7.88

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 17.62

08/13/2013

294,830

⁽⁴⁾

11/21/2021

Common Stock

294,830

$ 8.88

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 16.68

08/13/2013

162,100

⁽⁴⁾

07/25/2022

Common Stock

162,100

$ 9.82

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 15.62

08/13/2013

61,610

⁽⁴⁾

07/30/2020

Common Stock

61,610

$ 10.88

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 12.57

08/13/2013

67,600

⁽⁴⁾

07/25/2018

Common Stock

67,600

$ 13.93

Family Trust ⁽³⁾

Employee Stock Option (Right to Buy)

$ 11.5275

08/13/2013

48,340

⁽⁴⁾

12/11/2013

Common Stock

48,340

$ 14.9725

Family Trust ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KANOFSKY GORDON 16633 VENTURA BOULEVARD, SUITE 1050 ENCINO, CA 91436	X		CEO

Signatures

/s/ Peter C. Walsh, Attorney-in-Fact		08/14/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to the terms of the issuer's applicable stock incentive plans and the terms of the Agreement and Plan of Merger (the "Merger") among the issuer, Pinnacle Entertainment, Inc., and certain affiliates of Pinnacle, vesting of restricted stock units included in these securities (if not already vested) was accelerated and such units were cancelled in the Merger in exchange for a cash payment equal to $26.50, the price payable by the acquirer in the Merger (the "Merger Price") for each share receivable in respect of such units.
(2)	Pursuant to the Merger, all outstanding shares of common stock of the issuer were cancelled in exchange for the right to receive the Merger Price in cash.
(3)	Securities owned by the Kanofsky Family Trust dated 1-27-98, of which Mr. Kanofsky and his spouse are co-trustees.
(4)	Pursuant to the issuer's applicable stock incentive plans and the terms of the Merger, vesting of these options (if not already vested) was accelerated and such options were cancelled in the Merger in exchange for a cash payment, per share, equal to the difference between the Merger Price and the exercise price of the option.

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