SEC FORM 4

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ziems Robert Barron

(Last)

(First)

(Middle)

8548 GOLD FLASH AVENUE

(Street)

LAS VEGAS

89129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE GAMING INTERNATIONAL CORP [ PGIC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2006

4. If Amendment, Date of 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

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)

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)
Restricted Stock Award	⁽¹⁾	06/01/2006		A		15,000		⁽¹⁾	06/01/2009	Common stock	15,000	$0⁽¹⁾	15,000	D
Restricted Stock Award	⁽²⁾	09/30/2006		A		10,000		⁽²⁾	09/30/2009	Common stock	10,000	$0	10,000	D
Restricted Stock Award	⁽³⁾	09/30/2006		D			10,000	⁽³⁾	03/01/2015	Common Stock	10,000	$0⁽⁴⁾	0	D

Explanation of Responses:

1. 1/3 of the shares shall vest on June 1, 2007, with the remaining shares vesting in equal annual installments over the next two (2) years, such that all shares will be fully vested on June 1, 2009.

2. 1/3 of the shares shall vest on September 30, 2007, with the remaining shares vesting in equal annual installments over the next two (2) years, such that all shares will be fully vested on September 30, 2009.

3. 1/3 of the shares shall vest when the Fair Market Price of PGIC common stock exceeds $19.35 for 10 consecutive business days and a minimum period of one year has passed from March 1, 2005 (the "Grant Date.") 1/3 of the shares shall vest when the Fair Market Price of PGIC common stock exceeds $25.80 for 10 consecutive business days and a minimum period of two years has passed from the Grant Date. 1/3 of the shares shall vest when the Fair Market Price of PGIC common stock exceeds $38.70 for 10 consecutive business days and a minimum period of three years has passed from the Grant Date.

4. The reporting person agreed to cancellation of a Restricted Stock Award granted to him on March 1, 2005, in exchange for a new Restricted Stock Award having different vesting terms.

	Robert B. Ziems	04/09/2007
	** 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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