Timothy A.R. Duncanson Form 4 Tropicana Las Vegas Hotel & Casino / Timothy A.R. Duncanson ownership change

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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X

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^*

Duncanson Timothy A.R.

(Last) (First) (Middle)

C/O ONEX CORPORATION, 161 BAY STREET

P.O. BOX 700

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tropicana Las Vegas Hotel & Casino, Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2015

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/25/2015		D		3,328,447	D	(1)	0	I	See footnotes(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A convertible preferred stock	$25	08/25/2015		D			611,472	08/18/2009	(4)	Class A Common Stock	5,067,301(5)	(6)(7)	0	I	See footnotes(2)(3)
Class A Series 2 convertible preferred stock	$25	08/25/2015		D			456,059	04/13/2010	(4)	Class A Common Stock	3,497,294(5)	(6)(7)	0	I	See footnotes(2)(3)
Class A Series 3 convertible preferred stock	$15	08/25/2015		D			287,300	05/04/2011	(4)	Class A Common Stock	3,229,914(5)	(6)(7)	0	I	See footnotes(2)(3)
Class A Series 4 convertible preferred stock	$10	08/25/2015		D			400,000	11/21/2012	(4)	Class A Common Stock	5,591,620(5)	(6)(7)	0	I	See footnotes(2)(3)

Explanation of Responses:

1. On August 25, 2015, Tropicana Las Vegas Hotel & Casino, Inc., Penn National Gaming, Inc., LV Merger Sub, Inc. and Trilliant Gaming Nevada Inc. consummated the transactions (the "Merger") contemplated under that certain Agreement and Plan of Merger dated as of April 28, 2015 (the "Merger Agreement") pursuant to which each share of Class A common stock and each share of preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right of each holder to receive an amount in cash equal, without interest, to the per share merger consideration calculated in accordance with the terms of the Merger Agreement. Upon the closing of the Merger, each share of Class A common stock was converted into the right to receive approximately $11.25, which amount is subject to post-closing adjustment in accordance with the terms of the Merger Agreement.

2. 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, owned one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz owned 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz set 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 Armenco Gaming Entities (as defined below).

3. The shares beneficially owned by Mr. Duncanson consisted of an indirect pecuniary interest in shares held 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 (collectively, the "Onex Armenco Gaming Entities"). Trilliant Gaming was the general partner of, and controlled all voting and investment decisions of, each of the Onex Armenco Gaming Entities. Mr. Duncanson disclaimed beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. There was no expiration date for the conversion of the Preferred Stock.

5. The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock is calculated in accordance with the certificate of designations for each series of Preferred Stock, as applicable, by dividing (A) the sum of (i) the original purchase price of the applicable share of Preferred Stock and (ii) the amount of cumulated dividends with respect to such share of Preferred Stock from the original issue date to the date of conversion, by (B) the applicable conversion price of such share of Preferred Stock.

6. Upon consummation of the Merger on August 25, 2015, each share of the Company's preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right of each holder to receive an amount in cash, without interest, equal to the per share merger consideration calculated in accordance with the terms of the Merger Agreement (calculated as if such share of preferred stock had been converted to shares of Class A common stock in accordance with its terms immediately prior to the effective time of the Merger).

7. (Continued from footnote 6) Upon the closing of the Merger, each share of Class A common stock was converted into the right to receive approximately $11.25, subject to post-closing adjustment in accordance with the terms of the Merger Agreement (the "Common Stock Price") and each share of preferred stock was converted into the right to receive an amount equal to the product of the Common Stock Price multiplied by the number of shares of Class A common stock into which such share of preferred stock was convertible at such time.

Remarks:

	/s/ Timothy A.R. Duncanson	08/27/2015
	** Signature of Reporting Person	Date
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