UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Win Gaming Media, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
972638100
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 Pages
CUSIP No. 972638100 13G/A Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Smithfield Fiduciary LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
500,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
500,000 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
500,000 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.55%
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 972638100 13G/A Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,359,700 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,359,700 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,359,700 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 972638100 13G/A Page 4 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,359,700 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,359,700 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,359,700 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%
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(12) TYPE OF REPORTING PERSON (see instructions)
OO - Limited Liability Company
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CUSIP No. 972638100 13G/A Page 5 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,359,700 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,359,700 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,359,700 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 972638100 13G/A Page 6 of 9 Pages
This Amendment No. 3 (this "Amendment") amends the statement on
Schedule 13G filed on December 6, 2006 (the "Original Schedule 13G"), as amended
by Amendment No. 1 filed on February 14, 2007, and as further amended by
Amendment No. 2 filed on January 30, 2008 (the Original Schedule 13G as amended,
the "Schedule 13G") with respect to the shares of common stock, $0.001 par value
(the "Common Stock") of Win Gaming Media, Inc., ( previously known as Zone 4
Play, Inc.) a Nevada corporation (the "Company"). Capitalized terms used herein
and not otherwise defined have the meanings set forth in the Schedule 13G. This
Amendment amends and restates items 2(a), 2(b), 2(c), 2 (e) and 4 in their
entirety as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
SMITHFIELD FIDUCIARY LLC
c/o Harmonic Fund Services
The Cayman Corporate Center, 4th Floor
27 Hospital Road
George Town, Grand Cayman
Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
Item 2(e) CUSIP Number
972638100
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2009, (i) Smithfield Fiduciary LLC owned 500,000
shares of Common Stock and (ii) Highbridge International LLC owned 1,859,700
shares of Common Stock and may have been deemed the beneficial owner of the
500,000 shares of Common Stock owned by Smithfield Fiduciary LLC. In addition,
each of Highbridge Capital Management, LLC and Glenn Dubin may have been deemed
the beneficial owner of the 2,359,700 shares of Common Stock owned by Smithfield
Fiduciary LLC and Highbridge International LLC.
CUSIP No. 972638100 13G/A Page 7 of 9 Pages
Smithfield Fiduciary LLC is a wholly-owned subsidiary of Highbridge
International LLC. Highbridge Capital Management, LLC is the trading manager of
Smithfield Fiduciary LLC and Highbridge International LLC. Glenn Dubin is the
Chief Executive Officer of Highbridge Capital Management, LLC. The foregoing
should not be construed in and of itself as an admission by any Reporting Person
as to beneficial ownership of Common Stock owned by another Reporting Person. In
addition, each of Highbridge Capital Management, LLC and Glenn Dubin disclaims
beneficial ownership of Common Stock owned by Smithfield Fiduciary LLC and
Highbridge International LLC.
(b) Percent of class:
Based upon the Company's Quarterly Report for the quarterly period
ended September 30, 2009, filed on Form 10-Q on November 6, 2009, the Company
had 32,319,031 shares of Common Stock outstanding as of October 20, 2009.
Therefore, as of December 31, 2009, based on the Company's outstanding Common
Stock, Smithfield Fiduciary LLC may have been deemed to beneficially own 1.55%
of the outstanding Common Stock of the Company, and each of Highbridge
International LLC, Highbridge Capital Management, LLC and Glenn Dubin may have
been deemed to beneficially own 7.30% of the outstanding Common Stock of the
Company. The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of Common Stock owned by
another Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 16, 2010, by and among
Smithfield Fiduciary LLC, Highbridge International LLC, Highbridge Capital
Management, LLC and Glenn Dubin.
CUSIP No. 972638100 13G/A Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: February 16, 2010
SMITHFIELD FIDUCIARY LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC
Its Trading Manager Its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
--------------------------- ----------------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
/s/ Glenn Dubin
--------------------------------------
GLENN DUBIN
By: /s/ John Oliva
---------------------------
Name: John Oliva
Title: Managing Director
CUSIP No. 972638100 13G/A Page 9 of 9 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, par value $0.001 per share, of Win Gaming Media, Inc., is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of February 16, 2010
SMITHFIELD FIDUCIARY LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC
Its Trading Manager Its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
--------------------------- ----------------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
/s/ Glenn Dubin
--------------------------------------
GLENN DUBIN
By: /s/ John Oliva
---------------------------
Name: John Oliva
Title: Managing Director