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Filing Details

Accession Number:: 0001181431-13-005110
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-01-28 16:59:34
Reporting Period:: 2012-11-21

Filing Date:: 2013-01-28
Accepted Time:: 2013-01-28 16:59:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1479046	Tropicana Las Vegas Hotel & Casino Inc.	NONE	Hotels & Motels (7011)	270455607

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1489818	A.r. Timothy Duncanson	C/O Onex Corporation 161 Bay Street P.o. Box 700 Toronto A6 M5J 2S1		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2012-11-21	80,000	$10.00	3,194,186	No	4	J	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2012-12-14	100,000	$3.00	3,294,186	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2012-12-14	3,823	$3.00	3,298,009	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Series 4 convertible preferred stock	Acquisiton	2011-11-21	400,000	$100.00	4,000,000	$10.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
400,000	2012-11-21		No	4	P	Indirect

Footnotes

The Class A Series 4 convertible participating preferred stock (the "Preferred Stock") was acquired by Onex Armenco Gaming I LP, Onex Armenco Gaming II LP, Onex Armenco Gaming III LP, Onex Armenco Gaming IV LP, Onex Armenco Gaming V LP, Onex Armenco Gaming VI LP, Onex Armenco Gaming VII LP, Onex Armenco Gaming IX LP, Onex Armenco Gaming X LP and Onex Armenco Gaming XI LP (together, the "Onex Entities") pursuant to a rights offering (the "Rights Offering") by Tropicana Las Vegas Hotel and Casino, Inc. (the "Issuer") to its stockholders. The Onex Entities acquired 400,000 shares of Preferred Stock in the Rights Offering and were allocated 80,000 Class A Common Stock (the "Common Stock") as a backstop fee in connection with the agreement to purchase Preferred Stock in the Rights Offering. Each share of Preferred Stock is convertible into 10 shares of Common Stock, subject to certain adjustments.
On December 14, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 100,000 shares of the Issuer's Class A Common Stock.
On December 14, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 3,823 shares of the Issuer's Class A Common Stock.
Trilliant Gaming Nevada Inc. ("Trilliant Gaming") is the general partner of, and controls all voting and investment decisions of, the Onex Entities. Each of Mr. Alex Yemenidjian, Chairman, Chief Executive Officer and President of the Issuer, Mr. Timothy Duncanson, one of the Issuer's directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Issuer owned by the Onex Entities.
The shares beneficially owned by Mr. Duncanson consist of an indirect pecuniary interest in shares held by the Onex Entities. Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Entities. Mr. Duncanson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
There is no expiration date for the conversion of the Preferred Stock.