Icahn Carl C Et Al Form 4 Tropicana Entertainment / CARL C ICAHN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tropicana Entertainment Inc. [ TPCA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2017

4. 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 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
Common Stock, par value $0.01 per share ("Shares")	08/09/2017		P		2,121,712	A	$45	19,984,418	I	please see all footnotes(1)(2)(3)(4)(5)(6)

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

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BECKTON CORP

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES HOLDINGS L.P.

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES G.P. INC.

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN BUILDING LLC

(Last) (First) (Middle)

9017 S. PECOS ROAD

SUITE 4350

(Street)

HENDERSON NV 89074

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AMERICAN ENTERTAINMENT PROPERTIES CORP.

(Last) (First) (Middle)

9017 S. PECOS ROAD

SUITE 4350

(Street)

HENDERSON NV 89074

(City) (State) (Zip)

Explanation of Responses:

1. As of the Transaction Date, Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") directly beneficially owned 19,984,418 Shares.

2. As of April 27, 2018, as a result of internal transfers, American Entertainment Properties Corp. ("AEPC") directly beneficially owns 19,984,418 Shares.

3. Icahn Building LLC ("Icahn Building") is the sole stockholder of AEPC. Icahn Enterprises Holdings is the sole member of Icahn Building.

4. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings.

5. Beckton is 100-percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by AEPC.

6. Each of Icahn Enterprises GP, Beckton, Icahn Enterprises Holdings, Icahn Building, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which AEPC owns. Each of Icahn Enterprises GP, Beckton. Icahn Enterprises Holdings, Icahn Building, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein

	CARL C. ICAHN	04/27/2018
	BECKTON CORP.	04/27/2018
	ICAHN ENTERPRISES HOLDINGS L.P.	04/27/2018
	ICAHN ENTERPRISES G.P. INC.	04/27/2018
	ICAHN BUILDING LLC	04/27/2018
	AMERICAN ENTERTAINMENT PROPERTIES CORP.	04/27/2018
	** 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.