| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RIVIERA HOLDINGS CORP [ RIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value per share | 02/28/2007 | J | 418,294(1)(2)(3) | D | $0(1)(2)(3) | 836,588(1)(2)(3) | I(1)(2)(3) | See footnotes(1)(2)(3) | ||
| Common Stock, $0.001 par value per share | 02/28/2007 | J | 836,588(4)(5)(6) | D | $0(4)(5)(6) | 836,588(4)(5)(6) | I(4)(5)(6) | See footnotes(4)(5)(6) | ||
| Common Stock, $0.001 par value per share | 02/28/2007 | J | 836,588(7)(8)(9)(10) | A | $0(7)(8)(9)(10) | 836,588(7)(8)(9)(10) | I(7)(8)(9)(10) | See footnotes(7)(8)(9)(10) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This is a joint filing by Flag Luxury Properties, LLC ("FLP"); MJX Flag Associates, LLC ("MJX"); LMN 134 Family Company LLC ("LMN134"); Mitchell J. Nelson; ONIROT Living Trust dated 6/20/2000 ("ONIROT"); Flag Leisure Group, LLC ("FLG"); MJX Real Estate Ventures, LLC ("MREV"); Robert F.X. Sillerman; Brett Torino and Paul Kanavos (collectively, the "Reporting Persons"). (continued in footnote 2) |
| 2. (continued from footnote 1) Flag Luxury Riv, LLC ("FLR") directly holds 418,294 shares of Common Stock, as reported on Form 3 filed August 23, 2006. On June 1, 2007, FX Luxury Realty, LLC ("FXLR") purchased from FLP the 100% equity interest FLP held in FLR for $10,295,412.13 (the "FLP Interest Purchase"). One million dollars of the $10,295,412.13 was paid in the form of a promissory note from FXLR to FLP and the remainder was paid in cash. As such, FLP may be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. MJX, as a member of FLP with an approximate 26% equity interest in FLP, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. (continued in footnote 3) |
| 3. (continued from footnote 2) ONIROT, as a member of FLP with a 26.36% equity interest in FLP, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. LMN134, as a member of MJX with an approximate 1.67% equity interest in MJX, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. Mitchell J. Nelson, as managing member of LMN134, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. |
| 4. RH1, LLC ("RH1") directly holds 418,294 shares of Common Stock, as reported on Form 3 filed on August 23, 2006. On June 1, 2007, FXLR purchased from FLG the 100% equity interest FLG held in RH1 for $12,548,820 in cash (the "RH1 Interest Purchase"). As such, FLG may be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by RH1, and as a member of FLP with an approximate 6.6% equity interest in FLP, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. MREV, as a member of FLG with a 33.33% equity interest in FLG, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by RH1 and, as a member of MJX with an approximate 98.33% equity interest in MJX, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. (continued in footnote 5) |
| 5. (continued from footnote 4) Robert F.X. Sillerman, as President and sole member of MREV, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by RH1 and, as President of MJX and as President and sole member of MREV, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. Brett Torino, as a member of FLG with an approximate 33.33% equity interest in FLG, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by RH1 and, as sole trustee and beneficiary of ONIROT, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by FLR. (continued in footnote 6) |
| 6. (continued from footnote 5) Paul Kanavos, as President and member of FLG with an approximate 33.33% equity interest in FLG, may be deemed to have disposed of the 418,294 shares of Common Stock directly beneficially owned by RH1 and as, President and member of FLG with an approximate 33.33% equity interest in FLG and as President and member of FLP with an approximate 36.1% equity interest in FLP, may also be deemed to have disposed of the 418,294 shares of Common Stock directly beneficial owned by FLR. |
| 7. Upon completion of the FLR Interest Purchase and the RH1 Interest Purchase, FXLR may be deemed the indirect beneficial owner of 836,588 shares of Common Stock. FLP, as a member of FXLR with an approximate 50% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX, as a member of FLP with an approximate 26% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. FLG, as a member of FLP with an approximate 6.6% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ONIROT, as a member of FLP with a 26.36% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 8) |
| 8. (continued from footnote 7) LMN134, as a member of MJX with an approximate 1.67% equity interest in MJX, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Mitchell J. Nelson, as managing member of LMN134, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MREV, as a member of MJX with an approximate 98.33% equity interest in MJX, and as a member of FLG with a 33.33% equity interest in FLG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Robert F.X. Sillerman, as President of MJX and as President and sole member of MREV, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 9) |
| 9. (continued from footnote 8) Paul Kanavos, as President of FLR, President and member of FLG with an approximate 33.33% equity interest in FLG, and as President and member of FLP with an approximate 36.1% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 10) |
| 10. (continued from footnote 9) FLP is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by other 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/ Paul Kanavos, President, Flag Luxury Properties, LLC | 06/04/2007 | |
| /s/ Paul Kanavos, President, Flag Leisure Group, LLC | 06/04/2007 | |
| /s/ Paul Kanavos | 06/04/2007 | |
| /s/ Robert F.X. Sillerman, Member, MJX Flag Associates, LLC | 06/04/2007 | |
| /s/ Robert F.X. Sillerman, Member, MJX Real Estate Ventures, LLC | 06/04/2007 | |
| /s/ Robert F.X. Sillerman | 06/04/2007 | |
| /s/ Mitchell J. Nelson, Managing Member, LMN 134 Family Company LLC | 06/04/2007 | |
| /s/ Mitchell J. Nelson | 06/04/2007 | |
| /s/ Brett Torino, Trustee, ONIROT Living Trust dated 06/20/2000 | 06/04/2007 | |
| /s/ Brett Torino | 06/04/2007 | |
| ** 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 4 (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. | ||