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*
W2007/ACEP MANAGERS VOTECO, LLC

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2008
3. Issuer Name and Ticker or Trading Symbol
American Casino & Entertainment Properties LLC [ NONE ]
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 Membership Interests 30 D(1)(2)
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*
W2007/ACEP MANAGERS VOTECO, LLC

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(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*
Cramer Brahm S

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Langer Jonathan A

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ROTHENBERG STUART M

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is being filed by W2007/ACEP Managers Voteco, LLC, Brahm S. Cramer, Jonathan A. Langer and Stuart M. Rothenberg. The securities reported herein are owned directly by W2007/ACEP Managers Voteco, LLC, which is controlled by its three members, Messrs. Cramer, Langer and Rothenberg.
2. Messrs. Cramer, Langer and Rothenberg may be deemed to beneficially own indirectly 30 Class A Membership Interests of American Casino & Entertainment Properties LLC by reason of the direct ownership of such securities by W2007/ACEP Managers Voteco, LLC. Messrs. Cramer, Langer and Rothenberg each disclaims beneficial ownership of the securities owned by W2007/ACEP Managers Voteco, LLC except to the extent of their pecuniary interest therein.
Remarks:
On February 20, 2008, Messrs. Cramer, Langer and Rothenberg were each appointed as a member of the Board of Directors of American Casino & Entertainment Properties LLC.
/s/ Yvette Kosic, Attorney-in-fact 03/03/2008
** 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.
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