SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

YEMENIDJIAN ALEX

(Last)

(First)

(Middle)

3801 LAS VEGAS BLVD SOUTH

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2010

3. Issuer Name and Ticker or Trading Symbol
Tropicana Las Vegas Hotel & Casino, Inc. [ NONE ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

5. 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 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)
Class A Common Stock	2,916,221⁽¹⁾	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Convertible Participating Preferred Stock	04/19/2010	⁽²⁾	Common Stock	2,406,932⁽³⁾	$25⁽⁴⁾	I	See Footnote⁽³⁾
Class A Series 2 Convertible Participating Preferred Stock	04/19/2010	⁽²⁾	Common Stock	1,791,704⁽⁵⁾	$25⁽⁴⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Consists of shares held by Onex Armenco Gaming I LP (1,854,332 shares), Onex Armenco Gaming II LP (64,551 shares), Onex Armenco Gaming III LP (68,670 shares), Onex Armenco Gaming IV LP (44,088 shares), Onex Armenco Gaming V LP (68,670 shares), Onex Armenco Gaming VI LP (38,456 shares), Onex Armenco Gaming VII LP (30,408 shares), Onex Armenco Gaming IX LP (26,817 shares) and Onex Armenco Gaming X LP (651,559 shares) and Onex Armenco Gaming XI LP (68,670 shares). Trilliant Gaming Nevada Inc. ("Trilliant Gaming") is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Mr. Alex Yemenidjian owns one-third of the outstanding voting securities of Trilliant Gaming.

2. No expiration.

3. Consists of shares of Class A Convertible Participating Preferred Stock held by Onex Armenco Gaming I LP (382,623 shares), Onex Armenco Gaming II LP (13,319 shares), Onex Armenco Gaming III LP (14,170 shares), Onex Armenco Gaming IV LP (9,097 shares), Onex Armenco Gaming V LP (14,170 shares), Onex Armenco Gaming VI LP (7,935 shares), Onex Armenco Gaming VII LP (6,274 shares), Onex Armenco Gaming IX LP (5,533 shares) and Onex Armenco Gaming X LP (134,442 shares) and Onex Armenco Gaming XI LP (14,170 shares) convertible into common stock as described in footnote (4) below. Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Mr. Alex Yemenidjian owns one-third of the outstanding voting securities of Trilliant Gaming.

4. The initial conversion price per share is $25. The number of shares of Class A Common Stock to be issued upon conversion of a share of Class A Series Convertible Participating Preferred Stock or Class A Series 2 Convertible Participating Preferred Stock can be determined by dividing (i) the sum of (a) the $100 per share original purchase price of such preferred stock plus (b) the amount of cumulated and unpaid dividends for any prior dividend periods payable with respect to such preferred stock, by (ii) the conversion price at the time of the time of the conversion.

5. Consists of shares of Class A Series 2 Convertible Participating Preferred Stock held by Onex Armenco Gaming I LP (284,822 shares), Onex Armenco Gaming II LP (9,915 shares), Onex Armenco Gaming III LP (10,548 shares), Onex Armenco Gaming IV LP (6,772 shares), Onex Armenco Gaming V LP (10,548 shares), Onex Armenco Gaming VI LP (5,906 shares), Onex Armenco Gaming VII LP (4,670 shares), Onex Armenco Gaming IX LP (4,119 shares), Onex Armenco Gaming X LP (100,078 shares) and Onex Armenco Gaming XI LP (10,548 shares) convertible into common stock as described in footnote (4) above. Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Mr. Alex Yemenidjian owns one-third of the outstanding voting securities of Trilliant Gaming.

	/s/ Alex Yemenidjian	04/19/2010
	** Signature of Reporting Person	Date
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