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4/A//SEC Filing

RIVIERA HOLDINGS CORP 4/A

Accession 0000914121-07-002114

CIK 0000899647operating
View on SEC.govCompany Profile

Filed

Sep 19, 8:00 PM ET

Accepted

Sep 20, 6:13 AM ET

Size

35.1 KB

Accession

0000914121-07-002114

Insider Transaction Report

Form 4/AAmended
Period: 2007-09-17
RIVIERA HOLDINGS CORPRIV
Sillerman Real Estate Ventures LLC
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Flag Leisure Group
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Kanavos Paul
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
ONIROT Living Trust dated 6/20/2000
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Nelson Mitchell J
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
FLAG LUXURY PROPERTIES LLC
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
MJX Flag Associates LLC
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Sillerman Robert
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
LMN 134 Family CO LLC
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Torino Brett
10% Owner
Transactions
  • Purchase

    Option to Buy Shares of Common Stock

    2007-09-17$2861162.87/sh+573,775$1,641,663,725,734→ 573,775 total(indirect: See footnotes)
    Exercise: $23.00From: 2007-09-17Exp: 2007-09-24→ Common Stock, $0.001par value per share (1,147,550 underlying)
Footnotes (11)
  • [F1]This is a joint filing by Flag Luxury Riv, LLC ("FLR"), FX Luxury Realty, LLC ("FXLR"), CKX, Inc. ("CKX"), Flag Luxury Properties, LLC ("FLP"); MJX Flag Associates, LLC ("MJX"); LMN 134 Family Company LLC ("LMN134"); Mitchell J. Nelson; ONIROT Living Trust dated 6/20/2000 ("ONIROT") and Flag Leisure Group, LLC ("FLG") (collectively, the "Reporting Persons"). The Reporting Persons are filing this Form 4 in connection with a Form 4 filed on an even date herewith by the persons listed in "Remarks," below. This Form 4 amends as applicable the Forms 4 and amendments thereto previously filed by one or more of the Reporting Persons on May 4, 2007 and June 4, 2007. (continued in footnote 2)
  • [F10](continued from footnote 9) Barry S. Sternlicht, as the President and CEO of SCGG and CEO of SOF VII and Hotel Fund, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Mr. Sternlicht also directly holds 123,200 shares of Common Stock, which represent approximately 1.0% of the outstanding shares of Common Stock as of February 23, 2007, and which, together with the 319,995 shares of Common Stock that he may be deemed to own beneficially in his capacity as Chairman and CEO of SCGG and as an executive officer of certain affiliates as described above, constitute approximately 3.56% of the outstanding shares of Common Stock as of February 23, 2007. (continued in footnote 11)
  • [F11](continued from footnote 10) FLP is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by other persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.
  • [F2](continued from footnote 1) FLR directly holds 418,294 shares of Common Stock, as reported on Form 3 filed August 23, 2006. Pursuant to a letter agreement dated September 16, 2007 (the "Extension and Waiver Agreement"), Triple Five Investco LLC and Dominion Financial LLC granted to Riv Acquisition Holdings Inc. ("RAH") a fully effective and exercisable option to acquire 1,147,550 shares of Common Stock at $23.00 per share. RAH initially paid $2,300,000 as consideration for the granting of the option, then paid $173,547.29 on three separate occasions as consideration for three one-month extensions of the option and an additional $40,521 for a fourth seven-day extension of the option. As a result, RAH may be deemed the beneficial owner of 1,147,550 shares of Common Stock, which represent approximately 9.21% of the outstanding shares of Common Stock as of August 3, 2007. (continued in footnote 3)
  • [F3](cont'd from fn 2) Pursuant to a letter agreement dated May 29, 2007 (the "May 29 Letter Agreement") FLR, a shareholder of RAH, may also be deemed the beneficial owner of 573,775 of the foregoing shares of Common Stock, which, together with the 418,294 shares of Common Stock held directly by FLR, represent approximately 7.96% of the outstanding shares of Common Stock as of August 3, 2007. Pursuant to the May 29 Letter Agreement, Rivacq, LLC ("Rivacq"), a shareholder of RAH, may be deemed the beneficial owner of 573,775 of the foregoing shares of Common Stock, which, together with the 319,995 shares of Common Stock held directly by Rivacq, represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. RH1, LLC ("RH1") may be deemed the beneficial owner of 418, 294 shares of Common Stock, which represent approximately 3.36% of the outstanding shares of Common Stock as of August 3, 2007. (cont'd in fn 4)
  • [F4](continued from footnote 3) FXLR, as a member of FLR with a 100% equity interest in FLR, and as a member of RH1 with a 100% equity interest in RH1, may be deemed the beneficial owner of 1,410,363 shares of Common Stock, which represent approximately 11.32% of the outstanding shares of Common Stock as of August 3, 2007. CKX, as a member of FXLR with a 50% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. FLP, as a member of FXLR with a 50% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX, as a member of FLP with an approximate 26% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 5)
  • [F5](continued from footnote 4) FLG, as a member of FLP with an approximate 6.6% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ONIROT, as a member of FLP with a 26.36% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. LMN134, as a member of MJX with an approximate 1.67% equity interest in MJX, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Mitchell Nelson, as managing member of LMN134, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX Real Estate Ventures, LLC ("MREV"), as a member of MJX with an approximate 98.33% equity interest in MJX, and as a member of FLG with a 33.33% equity interest in FLG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 6)
  • [F6](continued from footnote 5) Robert F.X. Sillerman, as President of MJX and as President and sole member of MREV, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Paul Kanavos, as President of FLR, President and member of FLG with an approximate 33.33% equity interest in FLG, and as President and member of FLP with an approximate 36.1% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Brett Torino, as a member of FLG with an approximate 33.33% equity interest in FLG, and as sole trustee and beneficiary of ONIROT, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 7)
  • [F7](continued from footnote 6) SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"), as the sole member of Rivacq, may be deemed to have beneficial ownership of 893,770 shares of Common Stock beneficially owned directly and indirectly by Rivacq, which represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. Each of SOF VII U.S. Hotel Holdings, L.L.C. ("SOF VII") and I-1/I-2 U.S. Holdings, L.L.C. ("Hotel Fund"), as the sole members of SOF Co-Invest with 25% and 75% equity interests in SOF Co-Invest, respectively, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 8)
  • [F8](continued from footnote 7) Each of Starwood Global Opportunity Fund VII-A, L.P., Starwood Global Opportunity Fund VII-B, L.P., Starwood U.S. Opportunity Fund VII-D, L.P. and Starwood U.S. Opportunity Fund VII-D-2, L.P. (collectively, the "Opportunity Funds"), as the sole members of SOF VII, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of the Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P (together, the "Hospitality Funds"), as the sole members of Hotel Fund, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 9)
  • [F9](continued from footnote 8) SOF VII Management, L.L.C. ("SOF VII Management"), as the general partner of each of the Opportunity Funds, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. SCG Hotel Management, L.L.C. ("Hotel Management"), as the general partner of each of the Hospitality Funds, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Starwood Capital Group Global, LLC ("SCGG"), as the managing member of SOF VII Management and Hotel Management, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 10)

Documents

2 files

Issuer

RIVIERA HOLDINGS CORP

CIK 0000899647

→
Entity typeoperating
IncorporatedNV

Related Parties

1
  • filerCIK 0000899647

Filing Metadata

Form type
4/A
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 6:13 AM ET
Size
35.1 KB
View on SEC.gov