SEC Form 5/A · accession 0001140361-16-053652
Searchlight Minerals Corp. · SRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 5/A). It replaces an earlier filing for the same period.
Reporting owners
LCG HOLDINGS LLC
10% Owner
Luxor Capital Group, LP
10% Owner
LUXOR CAPITAL PARTNERS OFFSHORE LTD
10% Owner
Luxor Capital Partners, LP
10% Owner
Thebes Partners Offshore, Ltd.
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 17, 2016 · 4:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084226
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01F1,F2,F3,F4 | Jul 1, 2015 | J | 171,545 | — | D | 12,455,145 | I | By Luxor Capital Partners, LP |
| Common stock, par value $0.01F1,F2,F3,F5 | Jul 1, 2015 | J | 171,374 | — | D | 5,467,466 | I | By Luxor Capital Partners Offshore Master Fund, LP |
| Common stock, par value $0.01F1,F2,F3,F6 | Jul 1, 2015 | J | 342,919 | — | A | 345,519 | I | By Thebes Offshore Master Fund, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7% Convertible Notes due 2018F3,F4 | $0.40 | Jul 1, 2015 | J | — | D | Sep 18, 2013 | Sep 18, 2018 | Common Stock, par value $.001 | — | — | I |
| 7% Convertible Notes due 2018F3,F6 | $0.40 | Jul 1, 2015 | J | — | A | Sep 18, 2013 | Sep 18, 2018 | Common Stock, par value $.001 | — | — | I |
| Warrant (Right to Buy)F3,F5,F9 | $1.74 | Jul 1, 2015 | J | 35,080 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 35,080 | 1,475,295 | I |
| Warrant (Right to Buy)F3,F6,F9 | $1.74 | Jul 1, 2015 | J | 35,080 | A | — | Nov 30, 2016 | Common Stock, par value $.001 | 35,080 | 93,367 | I |
| Warrant (Right to Buy)F3,F4,F9 | $1.85 | Jul 1, 2015 | J | 33,624 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 33,624 | 1,438,000 | I |
| Warrant (Right to Buy)F3,F6,F9 | $1.85 | Jul 1, 2015 | J | 33,624 | A | — | Nov 30, 2016 | Common Stock, par value $.001 | 33,624 | 0 | I |
| Warrant (Right to Buy)F7,F3,F4 | $0.30 | Jul 1, 2015 | J | 2,306 | D | Sep 18, 2014 | Sep 18, 2019 | Common Stock, par value $.001 | 2,306 | 164,907 | I |
| Warrant (Right to Buy)F7,F3,F6 | $0.30 | Jul 1, 2015 | J | 2,306 | A | Sep 18, 2014 | Sep 18, 2019 | Common Stock, par value $.001 | 2,306 | 2,306 | I |
| Warrant (Right to Buy)F8,F3,F4 | $0.50 | Jul 1, 2015 | J | 58,615 | D | Mar 25, 2015 | Mar 25, 2020 | Common Stock, par value $.001 | 58,615 | 4,191,385 | I |
| Warrant (Right to Buy)F8,F3,F6 | $0.50 | Jul 1, 2015 | J | 58,615 | A | Mar 25, 2015 | Mar 25, 2020 | Common Stock, par value $.001 | 58,615 | 58,615 | I |
| Warrant (Right to Buy)F3,F4,F9 | $0.375 | Jul 1, 2015 | J | 20,841 | D | — | Jun 1, 2017 | Common Stock, par value $.001 | 20,841 | 1,490,268 | I |
| Warrant (Right to Buy)F3,F6,F9 | $0.375 | Jul 1, 2015 | J | 20,841 | A | — | Jun 1, 2017 | Common Stock, par value $.001 | 20,841 | 20,841 | I |
Explanation of responses
- F1This Form 5 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). Transactions reported herein do not include or reflect securities beneficially owned and previously disclosed on Forms 4.
- F2Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F3Reflects distributions in-kind and subsequent contributions of securities by limited partners of the Reporting Persons resulting in a change in form of beneficial ownership of securities previously reported.
- F4Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
- F5Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
- F6Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
- F7Securities acquired in lieu of cash, at the option of the Reporting Persons, in connection with the semi-annual interest payment on the Issuer's Secured Convertible Promissory Notes, dated September 18, 2013, owned by the Reporting Persons. In lieu of cash, the Reporting Persons received Units, priced at $0.20 per Unit, consisting of one share of Common Stock and one-half Warrant.
- F8The reported securities are included within Units acquired by the Reporting Person at a purchase price of $0.3529 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock.
- F9The Warrants are currently exercisable.