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^*

RIVACQ LLC

(Last)

(First)

(Middle)

ONE WORLD FINANCIAL CENTER

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIVIERA HOLDINGS CORP [ RIV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2007

4. 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 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)
Common Stock, $0.001 par value per share	06/27/2007		J		307,447⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	$16.18⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	319,995⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, $0.001 par value per share	06/27/2007		J		307,447⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	$16.18⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	319,995⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

RIVACQ LLC

(Last)

(First)

(Middle)

ONE WORLD FINANCIAL CENTER

(Street)

NEW YORK

10281

(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^*

SOF US HOTEL CO-INVEST HOLDINGS LLC

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

SOF-VII US HOTEL HOLDINGS LLC

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

I-1/I-2 US HOLDINGS LLC

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD GLOBAL OPPORTUNITY FUND VII-A LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD GLOBAL OPPORTUNITY FUND VII-B LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD US OPPORTUNITY FUND VII-D LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD US OPPORTUNITY FUND VII-D-2 LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD CAPITAL HOSPITALITY FUND I-1 LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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^*

STARWOOD CAPITAL HOSPITALITY FUND I-2 LP

(Last)

(First)

(Middle)

591 W PUTNAM AVENUE

(Street)

GREENWICH

06830

(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 Rivacq LLC ("Rivacq"); SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"); SOF VII U.S. Hotel Holdings, L.L.C. ("SOF VII"); I-1/I-2 U.S. Holdings, L.L.C. ("Hotel Fund"); Starwood Global Opportunity Fund VII-A, L.P., Starwood Global Opportunity Fund VII-B, L.P., Starwood U.S. Opportunity Fund VII-D, L.P. and Starwood U.S. Opportunity Fund VII-D-2, L.P. (collectively, the "Opportunity Funds"); Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P. (together, the "Hospitality Funds") (collectively, the "Reporting Persons"). (continued in footnote 2)

2. (continued from footnote 1) On May 31, 2007, Rivacq, SOF Co-Invest, Arrow Partners LP ("Arrow LP"), Arrow Capital Management LLC ("Arrow Capital") and Arrow Offshore Ltd., a Cayman Islands exempted company ("Arrow Cayman" and, together with Arrow and Arrow Capital, the "Arrow Parties") entered into a Stock Purchase Agreement (the "Arrow Stock Purchase Agreement"), pursuant to which the Arrow Parties agreed to purchase from Rivacq 307,447 shares of common stock of Riviera Holdings Corporation ("Common Stock") at a price of $16.18 per share. On June 27, 2007, pursuant to the terms of the Arrow Stock Purchase Agreement, Rivacq transferred 307,447 shares of Common Stock to the Arrow Parties. (continued in footnote 3)

3. (continued from footnote 2) Upon completion of such transfer, Rivacq may be deemed the beneficial owner of 319,995 shares of Common Stock, which represent approximately 2.57% of the outstanding shares of Common Stock as of February 23, 2007. SOF Co-Invest, as the sole member of Rivacq, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of SOF VII and Hotel Fund, as the sole members of SOF Co-Invest with 25% and 75% equity interests in SOF Co-Invest, respectively, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of the Opportunity Funds, as the sole members of SOF VII, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of the Hospitality Funds, as the sole members of Hotel Fund, may be deemed to have beneficial ownership of the foregoing shares of Common Stock.

4. (continued in footnote 5) Rivacq 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.

Remarks:

This Form 4 is being filed in connection with a Form 4 filed on an even date herewith by SCG Hotel Management, L.L.C.; SOF VII Management, L.L.C.; Starwood Capital Group Global, LLC and Barry Sternlicht. Exhibit: 99.1 Joint Filer Information

	/s/ Rivacq LLC by SOF U.S. Hotel Co-Invest Holdings, L.L.C. by (SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer) and (I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer)	06/27/2007
	/s/ SOF U.S. Hotel Co-Invest Holdings, L.L.C. by (SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer) and (I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer)	06/27/2007
	/s/ SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood Global Opportunity Fund VII-A, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood Global Opportunity Fund VII-B, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood U.S. Opportunity Fund VII-D, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood U.S. Opportunity Fund VII-D-2, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood Capital Hospitality Fund I-1, L.P. by SCG Hotel Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	/s/ Starwood Capital Hospitality Fund I-2, L.P. by SCG Hotel Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer	06/27/2007
	** 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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