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^*

H/2 Special Opportunities Ltd.

(Last)

(First)

(Middle)

C/O H/2 CAPITAL PARTNERS

680 WASHINGTON BLVD, 7TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2010

3. Issuer Name and Ticker or Trading Symbol
Tropicana Las Vegas Hotel & Casino, Inc. [ N/A ]

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

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

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	290,833	D

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	04/14/2010	⁽¹⁾	Class A Common Stock	194,804⁽²⁾	$25⁽²⁾	D
Class A Series 2 Convertible Participating Preferred Stock	04/14/2010	⁽¹⁾	Class A Common Stock	163,460⁽²⁾	$25⁽²⁾	D

Explanation of Responses:

1. No expiration date.

2. The initial conversion price per share is $25.00. 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 accumulated 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 conversion.

Remarks:

H/2 Special Opportunities Ltd. ("H/2 SO") is a party to a Stockholders' Agreement, dated as of July 1, 2009 (the "Stockholders' Agreement"), with all other stockholders of Tropicana Las Vegas Hotel & Casino, Inc. (the "Company"). Pursuant to the Stockholders' Agreement, each of such stockholders may be deemed to be the beneficial owner of all shares of the Company owned by the parties thereto. H/2 SO and its affiliates disclaim beneficial ownership of all shares of the Company that H/2 SO does not hold directly. H/2 SO is wholly-owned by H/2 Special Opportunities L.P ("H/2 LP"). By virtue of his status as the managing member of H/2 SOGP LLC ("H/2 GP"), which is the general partner of H/2 LP, Spencer Haber may be deemed to be the beneficial owner of the shares of the Company held directly by H/2 SO, which shares may also be deemed to be beneficially owned by H/2 GP and H/2 LP.

	/s/ Spencer Haber, Director	04/13/2010
	** 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).
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