13G Filing: Nantahala Capital Management and Dover Downs Gaming & Entertainment Inc (DDE)

Dover Downs Gaming & Entertainment Inc (NYSE:DDE): Wilmot B. Harkey And Daniel Mack’s Nantahala Capital Management filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nantahala Capital Management 0 1,886,458 0 1,886,458 1,886,458 10.3%
Wilmot B. Harkey 0 1,886,458 0 1,886,458 1,886,458 10.3%
Daniel Mack 0 1,886,458 0 1,886,458 1,886,458 10.3%

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Page 1 of 7 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of
1934

(Amendment No. 1)*

Dover
Downs Gaming & Entertainment, Inc.

(Name of Issuer)

Common stock, $0.10 par value

(Title of Class of Securities)

260095104

(CUSIP Number)

November 30, 2017

(Date of Event which Requires Filing of
this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

x  Rule 13d-1(b)
¨  Rule 13d-1(c)
¨  Rule 13d-1(d)

*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 on the remainder
of this cover page shall not be deemed to be “filed” for the 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).

Continued on following pages

Page 1 of 7 Pages

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Page 2 of 7 – SEC Filing

CUSIP NO.  260095104 Page
2 of 7 Pages
CUSIP No.  260095104
(1) Names of reporting persons

Nantahala Capital

Management, LLC

(2) Check the appropriate box if a member of a group (a)  ¨
(see instructions) (b)  ¨
(3) SEC use only
(4) Citizenship or place of organization MA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 1,886,458
(7) Sole dispositive power 0
(8) Shared dispositive power 1,886,458
(9) Aggregate amount beneficially owned by each reporting person 1,886,458
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ¨
(11) Percent of class represented by amount in Row (9) 10.3%
(12) Type of reporting person (see instructions) IA

 

 

 

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Page 3 of 7 – SEC Filing

 

CUSIP NO.  260095104 Page
3 of 7 Pages

 

CUSIP No.  260095104
(1) Names of reporting persons Wilmot B. Harkey
(2) Check the appropriate box if a member of a group (a)  ¨
(see instructions) (b)  ¨
(3) SEC use only
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 1,886,458
(7) Sole dispositive power 0
(8) Shared dispositive power 1,886,458
(9) Aggregate amount beneficially owned by each reporting person 1,886,458
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11) Percent of class represented by amount in Row (9) 10.3%
(12) Type of reporting person (see instructions) HC

 

 

 

 

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Page 4 of 7 – SEC Filing

 

CUSIP NO.  260095104 Page
4 of 7 Pages

 

CUSIP No.  260095104
(1) Names of reporting persons Daniel Mack
(2) Check the appropriate box if a member of a group (a)  ¨
(see instructions) (b)  ¨
(3) SEC use only
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 1,886,458
(7) Sole dispositive power 0
(8) Shared dispositive power 1,886,458
(9) Aggregate amount beneficially owned by each reporting person 1,886,458
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11) Percent of class represented by amount in Row (9) 10.3%
(12) Type of reporting person (see instructions) HC

 

Item 1(a). Name of Issuer:
Dover Downs Gaming & Entertainment, Inc. (the “Issuer”).
Item 1(b). Address of the Issuer’s Principal Executive Offices:
1131 North DuPont Highway, Dover, Delaware  19901
Item 2(a). Name of Person Filing

Nantahala Capital Management, LLC (“Nantahala”)

Wilmot B. Harkey

Daniel Mack (together the “Reporting Persons”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

19 Old Kings Highway S, Suite 200

Darien, CT 06820

Item 2(c). Citizenship:

Nantahala is a Massachusetts limited liability company.

Each of Messrs. Harkey and Mack is a citizen of the United States
of America.

Item 2(d).

Title of Class of Securities:

 

Common stock, $0.10 par value (the “Shares”). 

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Page 5 of 7 – SEC Filing

CUSIP NO.  260095104 Page
5 of 7 Pages
Item 2(e). CUSIP Number:

260095104


Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ¨ An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).

(g) x A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G).

(h) ¨ A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ¨ A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the

Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

 

Ownership:

Item 4(a).

Amount Beneficially Owned:

As of November 30, 2017, Nantahala
may be deemed to be the beneficial owner of 1,886,458 Shares held by funds and separately managed accounts under its control,
and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.

Item 4(b).

Percent of Class:

As of November 30, 2017, each
of the Reporting Persons may be deemed to be the beneficial owner of 10.3% of the total number of Shares outstanding (based upon
information provided by the Issuer on Form 10-Q filed November 6, 2017, there were 18,283,009 Shares outstanding as of October
27, 2017).

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Page 6 of 7 – SEC Filing

CUSIP NO.  260095104 Page
6 of 7 Pages

 

Item 4(c). Number of shares as to which such person has:
 

Nantahala Capital Management, LLC

(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,886,458
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 1,886,458
Each of Messrs. Harkey and Mack:
(i) Sole power to vote or direct the vote  0
(ii) Shared power to vote or to direct the vote   1,886,458
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 1,886,458
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E).  See Item 4(a).
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.

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Page 7 of 7 – SEC Filing

CUSIP NO.  260095104 Page
7 of 7 Pages
Item 10. Certification:

By signing below each Reporting Person
certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.

SIGNATURES

 

After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete, and correct.

Date:  December 8, 2017 NANTAHALA CAPITAL MANAGEMENT, LLC
By: /s/ Paul E. Rehm
Paul E. Rehm
Chief Compliance Officer
/s/ Wilmot B. Harkey
Wilmot B. Harkey
/s/ Daniel Mack
Daniel Mack

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