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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 | ||||||||
| Warrant/Right to Buy (1) | $ 0.01 | 02/28/2005 | M | 3 | 12/16/2004 | (1) | Common Stock | 3 | $ 0.01 | 19 | D | ||||
| Warrant/Right to Buy (1) | $ 0.01 | 02/28/2005 | M | 3 | 12/16/2004 | (1) | Common Stock | 3 | $ 0.01 | 19 | I | By Estate of Francios Carrette | |||
| Warrant/Right to Buy (2) | $ 0.01 | 02/28/2005 | M | 39,868 | 12/16/2004 | (2) | Common Stock | 39,868 | $ 0.01 | 215,287 | I | By Holding Wilson S.A. | |||
| Option/Right to Buy (3) | $ 3.4 | (3) | 12/27/2006 | Common Stock | 6,000 | 4,000 | I | By Estate of Francios Carrette | |||||||
| Option/Right to Buy (4) | $ 12.81 | (4) | 01/27/2015 | Common Stock | 6,000 | 0 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Carrette Elisabeth 1700 INDUSTRIAL ROAD LAS VEGAS, NV 89102 |
X | X | ||
| /s/ Melody Sullivan Yowell by power of attorney for Elisabeth Carrette | 03/01/2005 | |
| **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) | On February 28, 2005, pursuant to the terms of anti-dilution warrants issued to Mr. and Mrs. Carrette, Mrs. Carette exercised her rights (directly or indirectly through the estate of Mr. Carrette) to purchase an aggregate of 6 shares of common stock of Gaming Partners International Corporation (f/k/a Paul-Son Gaming Corporation) (the "Company") 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. Mrs. Carrette's exercise of the anti-dilution warrants was exempt under Rule 16b-3 and/or Rule 16b-6(b |
| (2) | On February 28, 2005, pursuant to the terms of its anti-dilution warrants, Holding Wilson, S.A., of which Mrs. Carrette is currently the president of the supervisory board and 99% shareholder, exercised its right to purchase 39,868 shares of common stock of the Company 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. Holding Wilson's exercise of the anti-dilution warrants was exempt under Rule 16b-3 and/or Rule 16b-6(b). |
| (3) | As previously reported, on September 12, 2002, the Company granted Mr. Carrette options to purchase 6,000 shares of the Company's common stock pursuant to the Company's 1994 Directors' Stock Option Plan (the "Plan"). The grant was exempt under Rule 16b-3. The options were subject to vesting in equal installments over a three-year period with the first one-third vesting on September 12, 2003. At the time of Mr. Carrette's death, the options were fully vested and exercisable as to 4,000 shares. Pursuant to the Plan, the fully vested and exercisable shares may be exercised by Mr. Carrette's estate, personal representative or beneficiary any time prior to the second anniversary of Mr. Carrette's death. |
| (4) | As previously reported, on January 27, 2005, the Company granted Mrs. Carrette 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 January 27, 2006. |