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^*

WESTERMAN WILLIAM L

(Last)

(First)

(Middle)

2901 LAS VEGAS BLVD S

(Street)

LAS VEGAS

89109

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, par value $.001⁽¹⁾⁽²⁾⁽³⁾	12/22/2005		S		400,000	D	$15	1,691,471	I	Trust
Common Stock, par value $.001⁽¹⁾⁽²⁾⁽³⁾	12/22/2005		S		300,000	D	$15	1,391,471	I	Trust
Common Stock, par value $.001⁽¹⁾⁽²⁾⁽³⁾	12/22/2005		S		300,000	D	$15	1,091,471	I	Trust

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)

Explanation of Responses:

1. On December 22, 2005, William L. Westerman and The William L. Westerman 2004 Revocable Family Trust, a trust formed under the laws of Nevada which is controlled by Mr. Westerman (the "Trust"), entered into a Stock Purchase Agreement with Flag Luxury Riv, LLC, a Delaware limited liability company ( collectively, "Buyers"). Pursuant to the Purchase Agreement, Mr. Westerman and the Trust agreed to (i) sell a total of 1,000,000 shares of the Issuer's common stock ( the "First Purchase") held by the Trust to Buyers as allocated below for a total of $15,000,000 ($15.00 per share) on a closing date between January 3, 2006 and January 10, 2006; (ii) sell a total 650,000 shares of the Issuer's common stock ( the "Second Purchase") held by the Trust to Buyers as allocated below for a total of $9,750,000 ( $15.00 per share); and (iii) grant an option to purchase a total of 441,471 shares of the Issue's common stock ( the "Option") see continuation in Footnote 2

2. held by the Trust to Buyers as allocated below at an exercise price of $15.00 per share. The Second Purchase and the grant of the Option are subject to various conditions, including the receipt of certain approvals fo the Issuer's board of directors by Buyers and the receipt of the requisite approvals from applicable gaming regulators by the parties. Upon the satisfaction of these conditions or the waiver of the same by the parties (to the extent applicable), the Second Purchase and the Option will be reported on a seperate Form 4.

3. Buyer Number of First Purchase Shares First Purchase Price Number of Second Purchase Shares Second Purchase Price Number of Option Shares Flag Luxury Riv, LLC 400,000 $6,000,000 260,000 $3,900,000 176,588 Rivacq LLc 300,000 $4,500,000 195,000 $2,925,000 132,442 High Desert Gaming LLC 300,000 $4,500,000 195,000 $2,925,000 132,441 Total 1,000,000 $15,000,000 650,000 $9,750,000 441,471

	William L. Westerman	12/27/2005
	** 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).
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