- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CHAMBERS JAMES	2. Date of Event Requiring Statement (MM/DD/YYYY) 5/4/2012	3. Issuer Name and Ticker or Trading Symbol Great Wolf Resorts, Inc. [WOLF]
(Last)        (First)        (Middle) C/O APOLLO MANAGEMENT, 9 WEST 57TH STREET, 43RD FLOOR	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                            _____ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) NEW YORK, NY 10019        (City)              (State)              (Zip)	5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0   (1)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

( 1)

Mr. Chambers is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated managers, including Apollo Management VII, L.P. ("Management VII"). Management VII is the manager of K-9 Investors, L.P. ("K-9 Investors"), which is the sole shareholder of K-9 Holdings, Inc. ("K-9 Holdings"), which holds shares of common stock of Great Wolf Resorts, Inc. (the "Issuer"). This report does not include any securities of the Issuer that are held by K-9 Holdings, or that may be deemed to be beneficially owned by K-9 Investors, Management VII, Apollo Management or any other Apollo investment managers or investment advisors affiliated with K-9 Investors, and Mr. Chambers disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Chambers is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHAMBERS JAMES C/O APOLLO MANAGEMENT 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019	X

Signatures
/s/ James Chambers		5/4/2012
** 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 5(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.