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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Limited Partnership Interests (right to acquire) | $ 0 (1) | 02/13/2009(2) | J(2) | 4,821,880 | (3) | (4) | Common Stock, par $.001 per share | 4,821,880 | (5) | 0 (6) | D | ||||
| Class B Limited Partnership Interests (right to acquire) | $ 0 (1) | 02/13/2009(2) | J(2) | 4,554,197 | (3) | (4) | Common Stock, par $.001 per share | 4,554,197 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TRUMP DONALD J 725 FIFTH AVENUE NEW YORK, NY 10022 |
See Remarks | |||
| /s/ Donald J. Trump | 03/04/2009 | |
| **Signature of Reporting Person | Date |
| * | 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) | Prior to the disposition reported herein, the reporting person was entitled to convert each Class A Limited Partnership Interest (the "Class A Partnership Interests") of Trump Entertainment Resorts Holdings, L.P. (the "Partnership") or Class B Limited Partnership Interest (the "Class B Partnership Interests" and together with the Class A Partnership Interest, the "Partnership Interests") of the Partnership owned by the reporting person, as applicable, into an equal number of shares of Common Stock, par value $.001 per share (the "Common Stock"), of Trump Entertainment Resorts, Inc. (the "Company"). |
| (2) | Pursuant to a letter, dated February 13, 2009, from the reporting person to the Partnership and the Company, as general partner of the Partnership, the reporting person abandoned any and all of his Partnership Interests and relinquished any and all of his rights, and disavowed any and all of his obligations, under the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") or otherwise with respect to the Partnership and the Partnership Interests (the "Abandonment"). As a result of the Abandonment, the reporting person no longer beneficially owns 4,821,880 and 4,554,197 shares of Common Stock issuable upon the exchange of the Class A Partnership Interests and the Class B Partnership Interests, respectively, beneficially owned by the reporting person prior to the Abandonment. |
| (3) | Prior to the disposition reported herein, the Class A Partnership Interests and Class B Partnership Interests owned by the reporting person were convertible into an equal number of shares of Common Stock at any time. |
| (4) | Prior to the disposition reported herein, there was no expiration date for the Partnership Interests or the conversion thereof into Common Stock. |
| (5) | Pursuant to the Abandonment, no consideration was received by the reporting person in connection with the disposition of their Partnership Interests. |
| (6) | Reporting person continues to own 1,407 Class A Partnership Interests indirectly through Ace Entertainment Holdings Inc. |
| Remarks: The reporting person is a former director and ten percent owner of the Company. On February 13, 2009, the reporting person resigned as a director of the Company. In addition, on February 13, 2009, the reporting person ceased to be a ten percent owner pursuant to the transaction described herein. | |