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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Metro Investment, LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2007
3. Issuer Name and Ticker or Trading Symbol
RIVIERA HOLDINGS CORP [ RIV ]
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)
Common Stock, $0.001 par value per share 418,294 I See footnotes(1)(2)
Common Stock, $0.001 par value per share 836,588 I See footnote(3)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Metro Investment, LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(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*
FC208, LLC

(Last) (First) (Middle)
4445 WAGON TRAIL AVENUE

(Street)
LAS VEGAS NV 89118

(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*
TTERB Living Trust

(Last) (First) (Middle)
4445 WAGON TRAIL AVENUE

(Street)
LAS VEGAS NV 89118

(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*
Nelson Mitchell J

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(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. This is a joint filing by Metro Investment, LLC ("Metro Investment"); FC208, LLC ("FC208"); TTERB Living Trust dated 6/20/2000 ("TTERB"); and Mitchell Nelson (collectively, the "Reporting Persons"). (continued in footnote 2)
2. (continued from footnote 1) RH1 directly owns 418,294 shares of common stock, par value $0.001 per share ("the Common Stock"), of Riviera Holdings Corp., as reported on Form 3 filed August 23, 2006. Metro Investment, as the sole member of RH1, also may be deemed to have beneficial ownership of the foregoing shares of Common Stock. FC208, as a member of Metro Investment with a 56.52% equity interest in Metro Investment, also may be deemed to have beneficial ownership of the foregoing shares of Common Stock. TTERB, as the sole member of FC208, also may be deemed to have beneficial ownership of the foregoing shares of Common Stock.
3. LMN 134 Family Company LLC ("LMN134") indirectly owns 836,588 shares of Common Stock as reported on Form 3 filed August 23, 2006 and Form 4 filed on an even date herewith. Mitchell Nelson, as the managing member of LMN134, may be deemed to have beneficial ownership of the foregoing shares of Common Stock. Metro Investment is the designated filer. The Reporting Persons are filing this joint Form 3 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.
/s/ Metro Investment, LLC by FC208, LLC, Member, by TTERB Living Trust dated 6/20/2000, Its sole member, by Brett Torino, Trustee 03/12/2007
/s/ FC208, LLC, by TTERB Living Trust dated 6/20/2000, Its sole member, by Brett Torino, Trustee 03/12/2007
/s/ TTERB Living Trust dated 6/20/2000 by Brett Torino, Trustee 03/12/2007
/s/ Mitchell Nelson 03/12/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.