UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~February 812, ~~2014~~2015

Riviera Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)



Nevada	000-21430	88-0296885
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



2901 Las Vegas Boulevard South Las Vegas, Nevada		89109
(Address of Principal Executive Offices)		(Zip Code)

(702) 734-5110

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.02 ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Securities.

~~Steven~~On ~~Hankin~~February ~~was~~12, ~~removed~~2015, asthree ~~Director~~holders of ~~Riviera~~our ~~Holdings~~warrants ~~Corporation,~~exercisable ainto ~~Nevada~~our ~~corporation~~Class B Non-Voting Common Stock (the “~~Company~~Class B Warrants”), ~~and~~exercised ~~Riviera~~their ~~Operating~~Class ~~Corporation,~~B aWarrants ~~Nevada~~in ~~corporation~~full ~~and~~at ~~wholly-owned~~the ~~subsidiary~~total stated aggregate exercise price of $0.03 and we issued to the ~~Company~~holders ~~(“ROC”),~~an ~~effective~~aggregate ~~December~~of 871,291 ~~2014~~shares of Class B Non-Voting Common Stock as a result.

On ~~December~~February 813, ~~2014~~2015, ~~the~~one holder of ~~100%~~our ofClass ~~the~~B ~~Company’s~~Warrants ~~Class~~exercised Aits ~~Shares~~Class ~~elected~~B ~~Robert~~Warrant ~~Scoville,~~at ~~age~~the ~~56,~~stated toaggregate ~~serve~~exercise asprice ~~Director~~ of ~~the Company~~$0.01 ~~The~~and ~~Company,~~we inissued ~~its~~to ~~capacity~~the asholder ~~sole~~43,150 ~~shareholder~~shares of ~~ROC,~~Class ~~elected~~B ~~Mr.~~Non-Voting ~~Scoville~~Common toStock ~~serve~~ as ~~Director~~a ~~of ROC~~result.

~~Mr.~~The ~~Scoville~~issuances ~~was~~of ~~elected~~the asClass aB ~~Class~~Non-Voting ACommon ~~Director~~Stock ~~pursuant~~were toexempt from registration under the ~~terms~~Securities Act of 1933, as amended (the ~~Stockholders~~“Securities ~~Agreement~~Act”), ~~dated~~because as(i) the Class B Warrants were originally issued under Section 1145 of ~~April~~the 1,United ~~2011~~States Bankruptcy Code, bywhich ~~and~~generally ~~among~~exempts ~~SCH/VIII~~from ~~Bonds,~~such ~~L.L.C.,~~registration ~~SCH/VIII~~requirements ~~Bonds~~the ~~II,~~issuance ~~L.L.C.,~~of ~~SCH/VIII~~securities ~~Bonds~~underlying ~~III,~~warrants ~~L.L.C.,~~issued ~~SCH/VIII~~under ~~Bonds~~a ~~IV,~~plan ~~L.L.C.~~of reorganization, ~~Cerberus~~and ~~Series~~(ii) ~~Four~~Section ~~Holdings,~~4(a)(2) ~~LLC,~~of ~~Desert~~the ~~Rock~~Securities ~~Enterprises,~~Act ~~LLC,~~because ~~Strategic~~the ~~Value~~issuance ~~Special~~did ~~Situations~~not ~~Master~~involve ~~Fund,~~any ~~LP,~~public ~~Riviera~~offering ~~Voteco,~~in ~~L.L.C.~~that ~~and~~we issued the ~~Company. In~~shares ~~addition,~~of ~~Mr.~~Class ~~Scoville~~B ~~was~~Non-Voting ~~appointed~~Common Stock to ~~serve~~existing asholders of our Class B Warrants, who are also creditors, and we placed a ~~member~~legend ofon the ~~Management~~stock ~~Agreement~~certificates ~~Committee~~stating ~~pursuant~~that tothe securities have not been registered under the ~~Resort~~Securities ~~Management~~Act ~~Agreement~~and ~~with~~cannot ~~Paragon~~be ~~Riviera~~sold ~~LLC.~~or otherwise transferred without registration or an exemption therefrom.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 8, 2014	RIVIERA HOLDINGS CORPORATION
Date: February 17, 2015	RIVIERA HOLDINGS CORPORATION
	By:	/s/ Michael Pearse
		Name:	Michael Pearse
		Title:	Chief Financial Officer and Treasurer

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