FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HODGES LARRY
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)
President, COO
(Last)          (First)          (Middle)

3773 HOWARD HUGHES PKWY, SUITE 490S
3. Date of Earliest Transaction (MM/DD/YYYY)

8/13/2013
(Street)

LAS VEGAS, NV 89169
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/13/2013     D    103797   D $26.50   (1) 0   D    
Common Stock   8/13/2013     D    134786   D $26.50   (2) 0   I   Family LLC   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (Right to Buy)   $12.57   8/13/2013     D         41775      (4) 7/25/2018   Common Stock   41775   $13.93   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $15.62   8/13/2013     D         44400      (4) 7/30/2020   Common Stock   44400   $10.88   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $15.765   8/13/2013     D         15000      (4) 7/16/2014   Common Stock   15000   $10.735   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $16.68   8/13/2013     D         115830      (4) 7/25/2022   Common Stock   115830   $9.82   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $17.62   8/13/2013     D         210681      (4) 11/21/2021   Common Stock   210681   $8.88   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $20.935   8/13/2013     D         13200      (4) 6/9/2016   Common Stock   13200   $5.565   0   I   Family LLC   (3) (5)
Employee Stock Option (Right to Buy)   $22.09   8/13/2013     D         43990      (4) 7/29/2021   Common Stock   43990   $4.41   0   I   Family LLC   (3) (5)
Stock Options (Right to Buy)   $18.62   8/13/2013     D         43030      (4) 7/31/2019   Common Stock   43030   $7.88   0   I   Family LLC   (3) (5)

Explanation of Responses:
( 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 Branshan, LLC, a limited liability company owned by a trust for the benefit of Mr. Hodges' immediate family and of which Mr. Hodges is the sole trustee.
( 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.
( 5)  Options were previously reported as indirectly owned by The Larry Hodges Family Trust and were gifted to Branshan, LLC on July 9, 2013.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HODGES LARRY
3773 HOWARD HUGHES PKWY
SUITE 490S
LAS VEGAS, NV 89169
X
President, COO

Signatures
/s/ Gregory H. Cooper, Attorney-in-Fact 8/15/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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