13G
CUSIP No. 897085106		Page 1 of 9 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2) (1)

Tropicana Las Vegas Hotel and Casino, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

897085106

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages

13G

CUSIP No. 897085106 Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Candlewood Special Situations Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER     0
		6	SHARED VOTING POWER     0
		7	SOLE DISPOSITIVE POWER     0
		8	SHARED DISPOSITIVE POWER     0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     PN

Page 2 of 9 Pages

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CUSIP No. 897085106		Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Candlewood Special Situations General, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER     0
		6	SHARED VOTING POWER     0
		7	SOLE DISPOSITIVE POWER     0
		8	SHARED DISPOSITIVE POWER     0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

Page 3 of 9 Pages

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CUSIP No. 897085106		Page 4 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Candlewood Investment Group, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER     0
		6	SHARED VOTING POWER     0
		7	SOLE DISPOSITIVE POWER     0
		8	SHARED DISPOSITIVE POWER     0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IA

Page 4 of 9 Pages

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CUSIP No. 897085106		Page 5 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Lau
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER     0
		6	SHARED VOTING POWER     0
		7	SOLE DISPOSITIVE POWER     0
		8	SHARED DISPOSITIVE POWER     0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

Page 5 of 9 Pages

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CUSIP No. 897085106		Page 6 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Koenig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER     0
		6	SHARED VOTING POWER     0
		7	SOLE DISPOSITIVE POWER     0
		8	SHARED DISPOSITIVE POWER     0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

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CUSIP No. 897085106		Page 7 of 9 Pages

Schedule 13G

Item 1	(a).	Name of Issuer:
		Tropicana Las Vegas Hotel and Casino, Inc. (the “Company”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices:
		3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109
Item 2	(a).	Name of Persons Filing:
		Candlewood Special Situations Fund, L.P., a Delaware limited partnership (the “Fund”); Candlewood Special Situations General, LLC, a Delaware limited liability company (the “GP”) which serves as the general partner to the Fund; Candlewood Investment Group, LP, a Delaware limited partnership (the “Investment Manager”) which serves as investment manager to the Fund; and Mr. Michael Lau (“Mr. Lau”) and Mr. David Koenig (“Mr. Koenig”, and together with the Fund, the GP, the Investment Manager and Mr. Lau, the “Reporting Persons”), who are the Managing Partners of the Investment Manager and control its business activities.
Item 2	(b).	Address of Principal Business Office or, if None, Residence:
		777 Third Avenue, Suite 19B, New York, New York 10017
Item 2	(c).	Citizenship:
		the Fund: Delaware; the GP: Delaware; the Investment Manager: Delaware; Mr. Lau and Mr. Koenig: United States of America
Item 2	(d).	Title of Class of Securities:
		Class A Common Stock, par value $0.01 per share (the “Common Stock”)
Item 2	(e).	CUSIP Number:
		897085106
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
	Not applicable.

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CUSIP No. 897085106		Page 8 of 9 Pages

Item 4.	Ownership.
	(a)	Amount beneficially owned:
		0
	(b)	Percent of class:
		0%
	(c)	Number of shares as to which the Reporting Persons have:
		(i)	Sole power to vote or to direct the vote:
			0
		(ii)	Shared power to vote or to direct the vote:
			0
		(iii)	Sole power to dispose or to direct the disposition of:
			0
		(iv)	Shared power to dispose or to direct the disposition of:
			0
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  x.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 9 Pages

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CUSIP No. 897085106		Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2013	CANDLEWOOD SPECIAL SITUATIONS FUND, L.P.
	By:	Candlewood Special Situations General, LLC, its General Partner
	By:	/s/ Michael Lau
	Name:	Michael Lau
	Title:	Managing Member
	CANDLEWOOD SPECIAL SITUATIONS GENERAL, LLC
	By:	/s/ Michael Lau
	Name:	Michael Lau
	Title:	Managing Member
	CANDLEWOOD INVESTMENT GROUP, LP
	By:	/s/ Michael Lau
	Name:	Michael Lau
	Title:	Chief Executive Officer
	/s/ Michael Lau
	Michael Lau
	/s/ David Koenig
	David Koenig

Page 9 of 9 Pages