SEC Form 4 · accession 0001140361-16-058787
Searchlight Minerals Corp. · SRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
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
LUXOR SPECTRUM OFFSHORE LTD
10% Owner
Luxor Wavefront, LP
10% Owner
Thebes Partners Offshore, Ltd.
10% Owner
Thebes Offshore Master Fund, LP
10% Owner
Period of report
Mar 18, 2016
Accepted (ET)
Mar 22, 2016 · 9:57 pm EDT
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 $.001F1,F2,F3,F4 | Mar 18, 2016 | J | 55,742,143 | — | A | 68,197,288 | I | By Luxor Capital Partners, LP |
| Common Stock, par value $.001F1,F2,F3,F5 | Mar 18, 2016 | J | 2,010,857 | — | A | 2,868,437 | I | By Separately Managed Account |
| Common Stock, par value $.001F1,F2,F3,F6 | Mar 18, 2016 | J | 18,363,857 | — | A | 21,021,710 | I | By Luxor Wavefront, LP |
| Common Stock, par value $.001F1,F2,F3,F7 | Mar 18, 2016 | J | 768,857 | — | A | 1,114,376 | I | By Thebes Offshore Master Fund, LP |
| Common Stock, par value $.001F1,F2,F4 | Mar 18, 2016 | P | 11,144,914 | $0.035 | A | 79,342,202 | I | By Luxor Capital Partners, LP |
| Common Stock, par value $.001F1,F2,F8 | Mar 18, 2016 | P | 31,712,229 | $0.035 | A | 37,179,695 | I | By Luxor Capital Partners 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F1,F2,F9,F11,F10 | $1.27 | Mar 18, 2016 | J | 247,706 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 247,706 | 0 | I |
| Warrant (Right to Buy)F1,F2,F9,F11,F10 | $1.27 | Mar 18, 2016 | J | 247,706 | A | — | Nov 30, 2017 | Common Stock, par value $.001 | 247,706 | 247,706 | I |
| Warrant (Right to Buy)F1,F2,F9,F12,F10 | $1.27 | Mar 18, 2016 | J | 28,618 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 28,618 | 0 | I |
| Warrant (Right to Buy)F1,F2,F9,F12,F10 | $1.27 | Mar 18, 2016 | J | 28,618 | A | — | Nov 30, 2017 | Common Stock, par value $.001 | 28,618 | 28,618 | I |
| Warrant (Right to Buy)F1,F2,F9,F4,F10 | $1.27 | Mar 18, 2016 | J | 3,275,074 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 1,686,562 | 0 | I |
| Warrant (Right to Buy)F1,F2,F9,F4,F10 | $1.27 | Mar 18, 2016 | J | 3,275,074 | A | — | Nov 30, 2017 | Common Stock, par value $.001 | 1,686,562 | 1,686,562 | I |
| Warrant (Right to Buy)F1,F2,F9,F7,F10 | $1.27 | Mar 18, 2016 | J | 109,506 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 109,506 | 0 | I |
| Warrant (Right to Buy)F1,F2,F9,F7,F10 | $1.27 | Mar 18, 2016 | J | 109,506 | A | — | Nov 30, 2017 | Common Stock, par value $.001 | 109,506 | 109,506 | I |
| Warrant (Right to Buy)F1,F2,F9,F8,F10 | $1.27 | Mar 18, 2016 | J | 1,730,303 | D | — | Nov 30, 2016 | Common Stock, par value $.001 | 1,730,303 | 0 | I |
| Warrant (Right to Buy)F1,F2,F9,F8,F10 | $1.27 | Mar 18, 2016 | J | 1,730,303 | A | — | Nov 30, 2017 | Common Stock, par value $.001 | 1,730,303 | 1,730,303 | I |
| Secured Convertible Promissory NotesF1,F2,F3,F4 | — | Mar 18, 2016 | J | — | D | — | — | Common Stock, par value $.001 | — | 0 | I |
| Secured Convertible Promissory NotesF1,F2,F3,F5 | — | Mar 18, 2016 | J | — | D | — | — | Common Stock, par value $.001 | — | 0 | I |
| Secured Convertible Promissory NotesF1,F2,F3,F6 | — | Mar 18, 2016 | J | — | D | — | — | Common Stock, par value $.001 | — | 0 | I |
| Secured Convertible Promissory NotesF1,F2,F3,F7 | — | Mar 18, 2016 | J | — | D | — | — | Common Stock, par value $.001 | — | 0 | I |
Explanation of responses
- F1This Form 4 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"), Luxor Spectrum Offshore, Ltd. ("Spectrum Feeder Fund"), Luxor Spectrum, LLC ("Spectrum Onshore Fund"), Luxor Wavefront, LP ("Wavefront 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").
- F10The Reporting Persons have agreed that the Warrants shall not be exercisable until at least September 18, 2016.
- F11Securities owned directly by Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund"). Spectrum Feeder Fund, as the owner of a controlling interest in Spectrum Master Fund, may be deemed to beneficially own the securities owned directly by Spectrum Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Spectrum Master Fund, may be deemed to beneficially own the securities owned directly by Spectrum 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 Spectrum Master Fund.
- F12Securities owned directly by Spectrum Onshore Fund. LCG Holdings, as the managing member of Spectrum Onshore Fund, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund.
- 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.
- F3Securities acquired in connection with the Reporting Persons' conversion of Secured Convertible Promissory Notes, dated September 18, 2013 (the "Notes"), pursuant to an Amendment to the Notes that allowed the Reporting Persons to convert the Notes into shares of Common Stock at a rate of $0.035 per share.
- 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 held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). Luxor Capital Group, as the investment manager of the Separately Managed Account, may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
- F6Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront 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 Wavefront Fund.
- F7Securities 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.
- F8Securities 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.
- F9The disclosed transaction is the result of an amendment to the expiration dates of certain outstanding Warrants as approved by the Issuer's Board of Directors. Prior to the amendment, the Warrants were set to expire on November 30, 2016. The Warrants are now set to expire on November 30, 2017. The terms and conditions of the Warrants remain the same in all other respects.