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 *
Kelly Robert J
  2. Issuer Name and Ticker or Trading Symbol
Gaming Partners International CORP [GPIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3945 W. CHEYENNE AVENUE, #208
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019
(Street)

NORTH LAS VEGAS, NV 89032
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)
Code V Amount (A) or (D) Price
Common Stock 05/01/2019   U   6,500 (1) D $ 13.75 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $ 6.91 05/01/2019   U     6,500 08/16/2012(2) 02/15/2022(2) Common Stock 6,500 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 7.9 05/01/2019   U     6,500 08/16/2013(2) 02/15/2023(2) Common Stock 6,500 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 8.83 05/01/2019   U     6,500 08/16/2014(2) 02/15/2024(2) Common Stock 6,500 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 8.47 05/01/2019   U     5,750 08/16/2015(2) 02/15/2025(2) Common Stock 5,750 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 9.49 05/01/2019   U     6,500 08/16/2016(2) 02/15/2026(2) Common Stock 6,500 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 11.44 05/01/2019   U     6,500 08/16/2017(2) 02/15/2027(2) Common Stock 6,500 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 9.81 05/01/2019   U     6,500 08/16/2018(2) 02/15/2028(2) Common Stock 6,500 $ 0 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kelly Robert J
3945 W. CHEYENNE AVENUE
#208
NORTH LAS VEGAS, NV 89032
  X      

Signatures

 /s/ Angela Qustandi by power of attorney for Robert J Kelly   05/02/2019
**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 Agreement and Plan of Merger, dated as of November 27, 2018 (as amended, modified, or supplemented prior to the date hereof, the "Merger Agreement"), by and among Gaming Partners International Corporation ("GPIC"), Angel Holdings Godo Kaisha ("Angel") and AGL Nevada Corporation ("Merger Sub"), as of the effective time of the merger contemplated by the Merger Agreement (the "Merger"), Merger Sub merged with and into GPIC, GPIC was the surviving corporation and, as a result thereof, GPIC became a wholly owned subsidiary of Angel. At the effective time of the Merger, each share of GPIC common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of $13.75 in accordance with the terms of the Merger Agreement.
(2) Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, these stock options were canceled, terminated, and extinguished, and in exchange therefor, the holder was granted the right to receive a cash payment in accordance with the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, the cash payment made in respect of each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $13.75 over the exercise price per share for such option.
(3) As previously reported, GPIC granted these stock options to Mr. Kelly, pursuant to the GPIC 1994 Directors' Stock Option Plan, as compensation for his services as a member of the Board of Directors of GPIC. The grant was exempt pursuant to Exchange Act Rule 16b-3.

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