Edgar Filing: RIVIERA HOLDINGS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RIVACQ LLC

2. Issuer Name and Ticker or Trading Symbol
RIVIERA HOLDINGS CORP [RIV]

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

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

(Last)

(First)

(Middle)

ONE WORLD FINANCIAL CENTER

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2007

(Street)

NEW YORK, NY 10281

4. If Amendment, Date Original Filed(Month/Day/Year)
06/28/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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, $0.001 par value per share	09/24/2007		J		573,775 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	893,770	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, $0.001 par value per share	09/24/2007		J		573,775 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	893,770 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RIVACQ LLC ONE WORLD FINANCIAL CENTER NEW YORK, NY 10281		X
SOF US HOTEL CO-INVEST HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
SOF-VII US HOTEL HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
I-1/I-2 US HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD GLOBAL OPPORTUNITY FUND VII-A LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD GLOBAL OPPORTUNITY FUND VII-B LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD US OPPORTUNITY FUND VII-D LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD US OPPORTUNITY FUND VII-D-2 LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD CAPITAL HOSPITALITY FUND I-1 LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X
STARWOOD CAPITAL HOSPITALITY FUND I-2 LP 591 W PUTNAM AVENUE GREENWICH, CT 06830		X

Signatures

/s/ Rivacq LLC by SOF U.S. Hotel Co-Invest Holdings, L.L.C. by (SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer) and (I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer)		09/26/2007
^**Signature of Reporting Person		Date
/s/ SOF U.S. Hotel Co-Invest Holdings, L.L.C. by (SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer) and (I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer)		09/26/2007
^**Signature of Reporting Person		Date
/s/ SOF-VII U.S. Hotel Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ I-1/I-2 U.S. Holdings, L.L.C. by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood Global Opportunity Fund VII-A, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood Global Opportunity Fund VII-B, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood U.S. Opportunity Fund VII-D, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood U.S. Opportunity Fund VII-D-2, L.P. by SOF-VII Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood Capital Hospitality Fund I-1, L.P. by SCG Hotel Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date
/s/ Starwood Capital Hospitality Fund I-2, L.P. by SCG Hotel Management, L.L.C., Its general partner, by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer		09/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This is a joint filing by Rivacq LLC ("Rivacq"); SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"); SOF VII U.S. Hotel Holdings, L.L.C. ("SOF VII"); I-1/I-2 U.S. Holdings, L.L.C. ("Hotel Fund"); 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"); Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P. (together, the "Hospitality Funds") (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 below. This Form 4 amends as applicable the Forms 4 previously filed by one or more of the Reporting Persons on June 28, 2007 and September 20, 2007. (continued in footnote 2)
(2)	(continued from footnote 1) On September 24, 2007, Riv Acquisition Holdings Inc. ("RAH") sent Triple Five Investco LLC and Dominion Financial LLC (collectively, "T5") a letter (the "Notice of Exercise Letter") pursuant to which RAH (i) elected to exercise the option granted by T5 (the "T5 Option"), as reported on Form 4 filed by the Reporting Persons on September 20, 2007, for consideration in the amount of $26,393,650, (ii) assigned its right to receive half of the shares of Common Stock subject to the option to Flag Luxury Riv, LLC ("FLR") and (iii) assigned its right to receive the remaining half of the shares of Common Stock subject to the option to Rivacq LLC ("Rivacq"). T5, FLR and Rivacq closed the transfer of the shares of Common Stock subject to the T5 Option on September 26, 2007. (continued in footnote 3)
(3)	(continued from footnote 2) As a result, RAH is no longer deemed to be the beneficial owner of the 1,147,550 shares of Common Stock subject to the T5 Option. FLR may be deemed the beneficial owner of 992,069 shares of Common Stock, which represent approximately 7.96% of the outstanding shares of Common Stock as of August 3, 2007. Rivacq may be deemed the beneficial owner of 893,770 of the foregoing shares of Common Stock, which 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. (continued in footnote 4)
(4)	(continued from footnote 3) FX Luxury Realty, LLC ("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. FX Real Estate and Entertainment Inc. ("FXRE"), as a member of FXLR with a 100% equity interest in FXLR, as will be reported on a separate Form 3, may be deemed the beneficial owner of the foregoing shares of Common Stock. CKX Inc. ("CKX"), as a shareholder of FXRE with a 25.5% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. CKX FXLR Distribution Trust I (continued in footnote 5)
(5)	(cont'd from footnote 4) ("Distribution Trust I"), as a shareholder of FXRE with an approximate 9.4% equity interest in FXRE, as will be reported on a separate Form 3, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. CKX FXLR Distribution Trust II ("Distribution Trust II"), as a shareholder of FXRE with an approximate 15.35% equity interest in FXRE, as will be reported on a separate Form 3, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Flag Luxury Properties, LLC ("FLP"), as a shareholder of FXRE with a 49.75% equity interest in FXRE, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX Flag Associates, LLC ("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. (cont'd in footnote 6)
(6)	(continued from footnote 5) Flag Leisure Group, LLC ("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 Living Trust dated 06/20/2000 ("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 Family Company LLC ("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, (continued in footnote 7)
(7)	(cont'd from footnote 6) 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. 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 hares 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. (cont'd in footnotes 8)
(8)	(continued from footnote 7) SOF Co-Invest, as the sole member of Rivacq, may be deemed to have beneficial ownership of 893,770 shares of Common Stock, which represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. Each of SOF VII and 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. Each of 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 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)
(9)	(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)
(10)	(continued from footnote 9) Barry S. Sternlicht, as the Chairman 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 August 3, 2007, and which, together with the 893,770 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 8.16% of the outstanding shares of Common Stock as of August 3, 2007. (continued in footnote 11)
(11)	(continued from footnote 10) Rivacq 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.
Remarks: This Form 4 is being filed in connection with a Form 4 filed on an even date herewith by SCG Hotel Management, L.L.C.; SOF VII Management, L.L.C.; Starwood Capital Group Global, LLC; Barry Sternlicht; Flag Luxury Riv, LLC; FX Luxury Realty, LLC; CKX, Inc.; Flag Luxury Properties, LLC; MJX Flag Associates, LLC; LMN 134 Family Company LLC; Mitchell J. Nelson; ONIROT Living Trust dated 6/20/2000; Flag Leisure Group, LLC; MJX Real Estate Ventures, LLC; Robert F.X. Sillerman; Brett Torino and Paul Kanavos. Exhibit: 99.1 Joint Filer Information

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