SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Athens Acquisition LLC

(Last)

(First)

(Middle)

1086 WOODWARD AVENUE

(Street)

DETROIT

48226

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Greektown Superholdings, Inc. [ NONE ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2013

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
Series A-1 Common Stock	06/11/2013⁽¹⁾⁽²⁾⁽³⁾		P		13,413	A	$90	104,501	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	$100⁽⁴⁾	06/11/2013⁽¹⁾⁽²⁾⁽³⁾		X		246,100		⁽⁵⁾	⁽⁵⁾	Series A-1 Common Stock	307,100	$90⁽¹⁾	1,368,536	D⁽⁶⁾⁽⁷⁾
Series A-1 Preferred Stock	$100⁽⁴⁾	06/11/2013⁽¹⁾⁽⁸⁾⁽⁹⁾		X		94,999		⁽⁵⁾	⁽⁵⁾	Series A-1 Common	118,546	$90⁽¹⁾	1,463,535	D⁽⁶⁾⁽⁷⁾
Series A-2 Preferred Stock	$100⁽⁴⁾	06/11/2013⁽¹⁾⁽⁸⁾⁽⁹⁾		X		121,676		⁽⁵⁾	⁽⁵⁾	Series A-2 Common Stock	151,835	$90⁽¹⁾	162,255	D⁽⁶⁾⁽⁷⁾
Series A-2 Preferred Warrants	$2,739.3	06/11/2013⁽¹⁾⁽⁸⁾⁽⁹⁾		X		273,930		⁽¹⁰⁾	⁽¹⁰⁾	Series A-2 Preferred Stock	273,930	$90⁽¹⁾	460,587	D⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Athens Acquisition LLC

(Last)

(First)

(Middle)

1086 WOODWARD AVENUE

(Street)

DETROIT

48226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GILBERT DANIEL

(Last)

(First)

(Middle)

1050 WOODWARD AVENUE

(Street)

DETROIT

48226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As previously reported, on April 26, 2013, Athens Acquisition, LLC ("Athens") entered into an Investor Rights Agreement (the "Investor Rights Agreement") with Brigade Leveraged Capital Structures Fund Ltd. ("Brigade") Brigade and certain entities affiliated with Standard General LP (collectively, "Standard General"). The Investor Rights Agreement contains a provision whereby the investor party thereto would have the non-transferable right to sell to Athens all securities of the Issuer held by such investor on the date of the Investor Rights Agreement for an amount equal to $90 per share (or less per share if the investor exercises a "Conversion Right" under the Issuer's charter) (the "Sale Right").

2. As previously reported, on April 25, 2013, Standard General executed the Investor Rights Agreement, and also exercised the Sale Right by delivering to Athens a "Sale Right Exercise Notice" pursuant to the terms of the Investor Rights Agreement with respect to all of the securities of the Issuer then held by Standard General, which securities consisted of an aggregate of: (x) 246,100 shares of Series A-1 Preferred Stock and (y) 13,413 shares of Series A-1 Common Stock (collectively, the "Standard General Shares").

3. On June 11, 2013, the Michigan Gaming Control Board approved the consummation of the purchase and sale of the Standard General Shares to Athens pursuant to the exempt exercise of the Sale Right by Standard General.

4. Referred to in the Issuer's Certificate of Incorporation as "Series A Conversion Price."

5. Subject to regulatory approval as provided in the Issuer's Certificate of Incorporation, the shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock are convertible at any time and have no expiration date.

6. As the sole member of Athens, Daniel Gilbert ("Mr. Gilbert") may be deemed to be the indirect beneficial owner (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of any securities beneficially owned by Athens.

7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported hereon except to the extent of their respective pecuniary interest therein.

8. As previously reported, on May 16, 2013, Brigade exercised the Sale Right by delivering to Athens a "Sale Right Exercise Notice" pursuant to the terms of the Investor Rights Agreement with respect to all of the securities of the Issuer then held by Brigade, which securities consisted of an aggregate of: (x) 94,999 shares of Series A-1 Preferred Stock, (y) 121,676 shares of Series A-2 Preferred Stock, and (z) warrants to purchase 273,930 shares of Series A-2 Preferred Stock (collectively, the "Brigade Shares").

9. On June 11, 2013, the Michigan Gaming Control Board approved the consummation of the purchase and sale of the Brigade Shares to Athens pursuant to the exempt exercise of the Sale Right by Brigade.

10. Series A-2 Preferred Warrants must be exercised within 30 days following the date the holder receives notice from the Issuer that it is not prohibited by Article Twelfth of the Issuer's Certificate of Incorporation from exercising such warrant.

	Athens Acquisition LLC, By: /s/ Daniel Gilbert, Name: Daniel Gilbert, Title: Chief Executive Officer	06/13/2013
	/s/ Daniel Gilbert	06/13/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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