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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ONIROT Living Trust dated 6/20/2000

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)

4445 WAGON TRAIL AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2007

(Street)

LAS VEGAS, NV 89118

4. If Amendment, Date 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

(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	02/28/2007		J⁽²⁾		418,294	D	$ 0 ⁽²⁾	0	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, $0.001 par value per share	02/28/2007		J⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		418,294	A	$ 0 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	836,588 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock, $0.001 par value per share	02/28/2007		J⁽⁸⁾		418,294	D	$ 0 ⁽⁶⁾	418,294 ⁽⁸⁾	I	See footnotes ⁽⁸⁾ ⁽⁹⁾
Common Stock, $0.001 par value per share	02/28/2007		J⁽⁸⁾		418,294	A	$ 0 ⁽⁶⁾	418,294 ⁽⁸⁾	I	See footnotes ⁽⁸⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
ONIROT Living Trust dated 6/20/2000 4445 WAGON TRAIL AVENUE LAS VEGAS, NV 89118		X
Torino Brett 4445 WAGON TRAIL AVENUE LAS VEGAS, NV 89118		X
FLAG LUXURY PROPERTIES LLC 650 MADISON AVENUE NEW YORK, NY 10022		X
MJX Flag Associates LLC 650 MADISON AVENUE NEW YORK, NY 10022		X
Flag Leisure Group 650 MADISON AVENUE NEW YORK, NY 10022		X
Sillerman Real Estate Ventures LLC 650 MADISON AVENUE NEW YORK, NY 10022		X
LMN 134 Family CO LLC 650 MADISON AVENUE NEW YORK, NY 10022		X
Sillerman Robert 650 MADISON AVENUE NEW YORK, NY 10022		X
Kanavos Paul 650 MADISON AVENUE NEW YORK, NY 10022		X

Signatures

/s/ Brett Torino, Trustee, ONIROT Living Trust dated 6/20/2000		03/12/2007
^**Signature of Reporting Person		Date
/s/ Brett Torino		03/12/2007
^**Signature of Reporting Person		Date
/s/ Paul Kanavos, President, Flag Luxury Properties, LLC		03/12/2007
^**Signature of Reporting Person		Date
/s/ Robert Sillerman, Member, MJX Flag Associates, LLC		03/12/2007
^**Signature of Reporting Person		Date
/s/ Paul Kanavos, President, Flag Leisure Group, LLC		03/12/2007
^**Signature of Reporting Person		Date
/s/ Robert Sillerman, Member, Sillerman Real Estate Ventures, LLC		03/12/2007
^**Signature of Reporting Person		Date
/s/ Mitchell Nelson, Managing Member, LMN 134 Family Company LLC		03/12/2007
^**Signature of Reporting Person		Date
/s/ Robert Sillerman		03/12/2007
^**Signature of Reporting Person		Date
/s/ Paul Kanavos		03/12/2007
^**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 ONIROT Living Trust dated 6/20/2000, ("ONIROT"); Brett Torino; Flag Luxury Properties, LLC ("FLP"); MJX Flag Associates, LLC ("MJX"); Flag Leisure Group, LLC ("FLG"); Sillerman Real Estate Ventures, LLC ("SREV"); LMN 134 Family Company LLC ("LMN134"); Robert Sillerman; and Paul Kanavos (collectively, the "Reporting Persons"). (continued in footnote 2)
(2)	(continued from footnote 1) On Feburary 28, 2007 ONIROT contributed, through a series of related transactions, 100% of its equity interest in RH1, LLC ("RH1") to Metro Investment, LLC (the "Contribution"). ONIROT did not receive consideration for the Contribution. RH1 directly owns 418,294 shares of common stock, par value $0.001 per share (the "Common Stock"), of Riviera Holdings Corp, as reported on Form 3 filed August 23, 2006. Prior to the Contribution, ONIROT may have been deemed to beneficially own the foregoing shares. After the Contribution, ONIROT may be deemed to beneficially own zero shares of Common Stock.
(3)	As reported on Form 3, filed on an even date herewith, Metro Investment, LLC ("Metro Investment"), as the sole member of RH1, may be deemed to beneficially own 418,294 shares of Common Stock after the Contribution. FLP, as a member of Metro Investment with a 43.48% equity interest in Metro Investment, may be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. (continued in footnote 4)
(4)	(continued from footnote 3) MJX, as a member of FLP with an approximate 36% equity interest in FLP, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. (continued in footnote 4)
(5)	(continued from footnote 4) FLG, as the managing member of FLP with an approximate 6.4% equity interest in FLP, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. SREV, as a member of FLG with a 50% equity interest in FLG and substantially all of the equity of MJX, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. (continued in footnote 6)
(6)	(continued from footnote 5) LMN134, with an ownership interest in MJX and an ultimate interest of approximately 0.61% in FLP, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. (continued in footnote 5)
(7)	(continued from footnote 4) Robert Sillerman, as the sole member of SREV and President of MJX and with an ultimate interest of approximately 36% in FLP, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. Paul Kanavos, as President of FLR, FLP, and FLG, and with an ultimate interest of approximately 36.61% in FLP, may also be deemed to beneficially own the foregoing shares of Common Stock, and together with the shares of Common Stock beneficially owned prior to the Contribution, as reported on Form 3 filed August 23, 2006, may be deemed to beneficially own a total of 836,588 shares of Common Stock. (continued in footnote 6)
(8)	(continued from footnote 7) After the Contribution, Brett Torino may be deemed to have disposed of 418,294 shares of Common Stock beneficially owned by Mr. Torino as the sole trustee of ONIROT. After the Contribution, Mr. Torino may also be deemed to have acquired beneficial ownership of 418,294 shares of Common Stock as the sole Trustee of TTERB Living Trust dated 6/20/2000 ("TTERB"). After the Contribution, TTERB may be deemed to beneficially own the shares of Common Stock owned by Metro Investment as the sole member of FC208, LLC, which is a member of Metro Investment with a 56.52% equity interest in Metro Investment, as reported on Form 3 filed on an even date herewith. After the Contribution, Mr. Torino may be deemed to beneficially own 418,294 shares of Common Stock. (continued in footnote 9)
(9)	(continued from footnote 8) ONIROT 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 the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.

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