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) June 29, 2011
NEVADA PROPERTY 1 LLC
(Exact name of registrant as specified in its charter)
| Delaware | 000-53938 | 27-1695189 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3708 Las Vegas Boulevard South Las Vegas, Nevada |
89109 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (702)-698-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Nevada Property 1 LLC (the “Company”) is an indirect wholly-owned subsidiary of Deutsche Bank AG New York Branch (“Deutsche Bank” or the “Bank”). On June 29, 2011, Mr. Thomas Fiato informed Deutsche Bank of his intent to resign from the Bank effective August 29, 2011. Consequently, Mr. Fiato, who also serves as the Chairman of the Company’s Board of Directors (the “Board”) and as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation Committee, will also be resigning from those positions. Mr. Fiato’s decision to resign is in order to pursue other opportunities and not a result of any disagreement with the Company or the Company’s Board.
Mr. Fiato is currently working with the Board to establish the effective date of his resignation from the Company which is expected to be no later than August 29, 2011. The Company has not currently identified a new Chairman of the Board, a new Chairman of the Audit Committee or a replacement for Mr. Fiato’s position on the Company’s Compensation Committee.
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.
| NEVADA PROPERTY 1 LLC | ||||
| Date: July 6, 2011 | ||||
| By: | /S/ Jeffrey S. Burge | |||
| Jeffrey S. Burge | ||||
| Chief Financial Officer | ||||