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^*

WELLS FARGO & CO/MN

(Last)

(First)

(Middle)

420 MONTGOMERY STREET

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2009

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)

	Form filed by One Reporting Person
X	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	502,800	I	By The Foothill Group, Inc.⁽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	04/20/2010	⁽²⁾	Class A Common Stock	85,172⁽³⁾	$25⁽³⁾	I	By The Foothill Group, Inc.⁽¹⁾
Class A Series 2 Convertible Participating Preferred Stock	04/20/2010	⁽²⁾	Class A Common Stock	45,585⁽³⁾	$25⁽³⁾	I	By The Foothill Group, Inc.⁽¹⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

WELLS FARGO & CO/MN

(Last)

(First)

(Middle)

420 MONTGOMERY STREET

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOOTHILL GROUP INC

(Last)

(First)

(Middle)

2450 COLORADO AVENUE

SUITE 3000W

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Class A Common Stock and Class A Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel & Casino, Inc. (the "Company") are owned directly by The Foothill Group, Inc. ("Foothill"), a wholly-owned subsidiary of Wells Fargo & Company. Once issued by the Company, the shares of Class A Series 2 Convertible Participating Preferred Stock will be owned directly by Foothill.

2. No expiration date.

3. 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 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 conversion.

4. The shares of Class A Series 2 Convertible Participating Preferred Stock of the Company will be issued to Foothill on or about the filing date of this Form 3 as consideration for a credit facility between the Company and Foothill.

Remarks:

The Foothill Group, Inc. ("Foothill") 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 the stockholders may be deemed to be the beneficial owner of all shares of the Company owned by the parties thereto. Wells Fargo & Company, Foothill and their affiliates disclaim beneficial ownership of all shares of the Company in which they do not have a pecuniary interest.

	Mary E. Schaffner, Assistant Secretary of Wells Fargo & Company	04/20/2010
	** Signature of Reporting Person	Date
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