X0303 4 2011-04-01 0001479046 Tropicana Las Vegas Hotel & Casino, Inc. NONE 0001489818 Duncanson Timothy A.R. C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J2S1 ONTARIO, CANADA 1 0 1 0 Class A Common Stock 2011-04-01 4 J 0 42198 15 A 2956221 I See Footnote Class A Series 3 convertible preferred stock 15 2011-04-01 4 P 0 283084 100 A 2011-04-01 Class A Common Stock 1887227 283084 I See Footnote The Class A Series 3 convertible preferred stock (the "Preferred Stock") was acquired by Onex Armenco Gaming I LP, Onex Armenco Gaming II LP, Onex Armenco Gaming III LP, Onex Armenco Gaming IV LP, Onex Armenco Gaming V LP, Onex Armenco Gaming VI LP, Onex Armenco Gaming VII LP, Onex Armenco Gaming IX LP, Onex Armenco Gaming X LP and Onex Armenco Gaming XI LP (together, the "Onex Entities") pursuant to a rights offering (the "Rights Offering") by Tropicana Las Vegas Hotel and Casino, Inc. (the "Issuer") to its stockholders. The Onex Entities acquired 283,084 Preferred Shares in the Rights Offering and were allocated 42,198 Class A Common Stock (the "Common Stock") as a backstop fee in connection with the agreement to purchase Preferred Stock in the Rights Offering. Each share of Preferred Stock is convertible into 6.67 shares of Common Stock, subject to certain adjustments. Trilliant Gaming Nevada Inc. ("Trilliant Gaming") is the general partner of, and controls all voting and investment decisions of, the Onex Entities. Each of Mr. Alex Yemenidjian, Chairman, Chief Executive Officer and President of the Issuer, Mr. Timothy Duncanson, one of the Issuer's directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Issuer owned by the Onex Entities. The shares beneficially owned by Mr. Duncanson consist of an indirect pecuniary interest in shares held by the Onex Entities. Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Entities. Mr. Duncanson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. There is no expiration date for the conversion of the Preferred Stock. /s/ Timothy Duncanson 2011-05-11