SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Duncanson Timothy A.R.

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET P.O. BOX 700

(Street)

TORONTO

M5J 2S1

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012

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)
Class A Common Stock	10/09/2012		J		50,629⁽¹⁾	A	$3	3,094,048⁽¹⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽¹⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	10/09/2012		J		20,138⁽²⁾	A	$3	3,114,186⁽²⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽²⁾⁽⁹⁾⁽¹⁰⁾

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)
Class A convertible preferred stock	$25	04/20/2012		P		1,270⁽³⁾		04/20/2012	⁽¹¹⁾	Class A Common Stock	5,080	$12	603,003⁽³⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽³⁾⁽⁹⁾⁽¹⁰⁾
Class A Series 2 convertible preferred stock	$25	04/20/2012		P		840⁽⁴⁾		04/20/2012	⁽¹¹⁾	Class A Common Stock	3,360	$12	448,766⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Class A Series 3 convertible preferred stock	$15	10/09/2012		P		4,216⁽⁵⁾		10/09/2012	⁽¹¹⁾	Class A Common Stock	28,121	$12	287,300⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Class A Series 2 convertible preferred stock	$25	10/09/2012		P		5,601⁽⁶⁾		10/09/2012	⁽¹¹⁾	Class A Common Stock	22,404	$12	454,367⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Class A Series 2 convertible preferred stock	$25	10/09/2012		P		1,692⁽⁷⁾		10/09/2012	⁽¹¹⁾	Class A Common Stock	6,768	$12	456,059⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Class A convertible preferred stock	$25	10/09/2012		P		8,469⁽⁸⁾		10/09/2012	⁽¹¹⁾	Class A Common Stock	33,876	$12	611,472⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	I	See Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 50,629 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. 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.

2. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 20,138 shares of the Issuer's Class A Common Stock.

3. On April 20, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 1,270 shares of the Issuer's Class A Convertible Participating Preferred Stock ("Class A Preferred Stock"). Each share of Class A Preferred Stock is convertible into 4 shares of Class A Common Stock, subject to certain adjustments.

4. On April 20, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 840 shares of the Issuer's Class A Series 2 Convertible Participating Preferred Stock ("Series 2 Preferred Stock"). Each share of Series 2 Preferred Stock is convertible into 4 shares of Class A Common Stock, subject to certain adjustments.

5. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 4,216 shares of the Issuer's Class A Series 3 Convertible Participating Preferred Stock ("Series 3 Preferred Stock"). Each share of Series 3 Preferred Stock is convertible into 6.67 shares of Class A Common Stock, subject to certain adjustments.

6. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 5,601 shares of Series 2 Preferred Stock.

7. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 1,692 shares of Series 2 Preferred Stock.

8. On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 8,469 shares of Class A Preferred Stock.

9. 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.

10. 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. Trilliant Gaming is the general partner of, and controls all voting and investment decisions 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.

11. There is no expiration date for the conversion of the Class A Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock.

	/s/ Timothy Duncanson	11/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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