Sec Form 4 Filing - ICAHN CARL C @ Tropicana Entertainment Inc. - 2017-08-09

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 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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1. Name and Address of Reporting Person ICAHN CARL C 2. Issuer Name and Ticker or Trading Symbol Tropicana Entertainment Inc. [ TPCA] 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) C/O ICAHN ASSOCIATES HOLDINGS LLC, 767 FIFTH AVE., SUITE 4700 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2017 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share ("Shares") 08/09/2017 P 2,121,712 A $ 45 19,984,418 I please see all footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAHN CARL C C/O ICAHN ASSOCIATES HOLDINGS LLC 767 FIFTH AVE., SUITE 4700 NEW YORK, NY10153 X BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X ICAHN BUILDING LLC 9017 S. PECOS ROAD SUITE 4350 HENDERSON, NV89074 X AMERICAN ENTERTAINMENT PROPERTIES CORP. 9017 S. PECOS ROAD SUITE 4350 HENDERSON, NV89074 X Signatures CARL C. ICAHN 04/27/2018 Signature of Reporting Person Date BECKTON CORP. 04/27/2018 Signature of Reporting Person Date ICAHN ENTERPRISES HOLDINGS L.P. 04/27/2018 Signature of Reporting Person Date ICAHN ENTERPRISES G.P. INC. 04/27/2018 Signature of Reporting Person Date ICAHN BUILDING LLC 04/27/2018 Signature of Reporting Person Date AMERICAN ENTERTAINMENT PROPERTIES CORP. 04/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the Transaction Date, Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") directly beneficially owned 19,984,418 Shares. ( 2 )As of April 27, 2018, as a result of internal transfers, American Entertainment Properties Corp. ("AEPC") directly beneficially owns 19,984,418 Shares. ( 3 )Icahn Building LLC ("Icahn Building") is the sole stockholder of AEPC. Icahn Enterprises Holdings is the sole member of Icahn Building. ( 4 )Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. ( 5 )Beckton is 100-percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by AEPC. ( 6 )Each of Icahn Enterprises GP, Beckton, Icahn Enterprises Holdings, Icahn Building, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which AEPC owns. Each of Icahn Enterprises GP, Beckton. Icahn Enterprises Holdings, Icahn Building, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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