0001181431-12-019494.txt : 20120326 0001181431-12-019494.hdr.sgml : 20120326 20120326173556 ACCESSION NUMBER: 0001181431-12-019494 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120326 DATE AS OF CHANGE: 20120326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Duncanson Timothy A.R. CENTRAL INDEX KEY: 0001489818 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53894 FILM NUMBER: 12715346 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: SUITE 4900 CITY: TORONTO STATE: A6 ZIP: M5J 2S1 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc. CENTRAL INDEX KEY: 0001479046 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270455607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3801 LAS VEGAS BLVD., SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 739-3530 MAIL ADDRESS: STREET 1: 3801 LAS VEGAS BLVD., SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 5 1 rrd339887.xml FORM 5 X0305 5 2011-12-31 0 0 0 0001479046 Tropicana Las Vegas Hotel & Casino, Inc. NONE 0001489818 Duncanson Timothy A.R. C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO Z4 MJ52S1 CANADA (FEDERAL LEVEL) 1 0 1 0 CLASS A COMMON STOCK 2011-02-22 5 P 0 20000 13.00 A 3043419 I See Footnote CLASS A COMMON STOCK 2011-03-15 5 P 0 20000 13.00 A 3043419 I See Footnote CLASS A COMMON STOCK 2011-06-17 5 P 0 15000 8.50 A 3043419 I See Footnote CLASS A COMMON STOCK 2011-08-04 5 P 0 5000 8.50 A 3043419 I See Footnote CLASS A COMMON STOCK 2011-09-30 5 P 0 30000 5.25 A 3043419 I See Footnote On February 22, 2011, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 20,000 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, Onex Armenco Gaming II LP, which owns the reported securities. 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.(Continue on footnote 2). 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 Armenco Gaming Entities (as defined below). The shares beneficially owned by Mr. Duncanson consist of an indirect pecuniary interest in shares held 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 (collectively, the "Onex Armenco Gaming Entities"). Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Mr. Duncanson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. On March 15, 2011, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 20,000 shares of the Issuer's Class A Common Stock. On June 17, 2011, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 15,000 shares of the Issuer's Class A Common Stock. On August 4, 2011, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 5,000 shares of the Issuer's Class A Common Stock. On September 30, 2011, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 20,000 shares of the Issuer's Class A Common Stock. On September 30, 2011, Onex Armenco Gaming II LP also entered into a separate Stock Purchase Agreement with another counter-party pursuant to which it agreed to purchase 10,000 shares of Issuer's Class A Common Stock. /s/ Timothy A.R. Duncanson 2012-03-26