SEC Form 4 · accession 0001567619-18-002986
Searchlight Minerals Corp. · SRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 Wavefront, LP
10% Owner
Thebes Partners, LP
10% Owner
Period of report
Sep 18, 2018
Accepted (ET)
Sep 20, 2018 · 8:12 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 $0.001F1,F2,F11,F3 | Sep 18, 2018 | S$0 | 79,342,202 | — | D | 0 | I | By: Luxor Capital Partners, LP |
| Common Stock, par value $0.001F1,F2,F11,F4 | Sep 18, 2018 | S$0 | 1,114,376 | — | D | 0 | I | By: Thebes Offshore Master Fund, LP |
| Common Stock, par value $0.001F1,F2,F11,F5 | Sep 18, 2018 | P$0 | 80,456,578 | — | A | 101,478,288 | I | By: Luxor Wavefront, LP |
| Common Stock, par value $0.001F1,F2,F8 | holding | — | — | — | 2,429,155 | I | By: Separately Managed Account | |
| Common Stock, par value $0.001F1,F2,F6 | holding | — | — | — | 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,F10,F7,F8,F12 | $0.30 | Sep 18, 2018 | J | 5,950 | D | — | Sep 18, 2019 | Common stock, par value $0.001 | 5,950 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F7,F8,F12 | $0.30 | Sep 18, 2018 | J | 5,633 | A | — | Sep 18, 2019 | Common stock, par value $0.001 | 5,633 | 5,633 | I |
| Warrant (Right to Buy)F1,F2,F10,F7,F9,F12 | $0.30 | Sep 18, 2018 | J | 317 | A | — | Sep 18, 2019 | Common stock, par value $0.001 | 317 | 317 | I |
| Warrant (Right to Buy)F1,F2,F10,F7,F8,F12 | $0.50 | Sep 18, 2018 | J | 6,800 | D | — | Sep 18, 2020 | Common stock, par value $0.001 | 6,800 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F7,F8,F12 | $0.50 | Sep 18, 2018 | J | 6,438 | A | — | Sep 18, 2020 | Common stock, par value $0.001 | 6,438 | 6,438 | I |
| Warrant (Right to Buy)F1,F2,F10,F7,F9,F12 | $0.50 | Sep 18, 2018 | J | 362 | A | — | Sep 18, 2020 | Common stock, par value $0.001 | 362 | 362 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F8,F7,F12 | $0.30 | Sep 18, 2018 | S | 5,633 | D | — | Sep 18, 2019 | Common stock, par value $0.001 | 5,633 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F4,F12 | $0.30 | Sep 18, 2018 | P | 5,633 | A | — | Sep 18, 2019 | Common stock, par value $0.001 | 5,633 | 7,939 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F8,F7,F12 | $0.50 | Sep 18, 2018 | S | 6,438 | D | — | Sep 18, 2020 | Common stock, par value $0.001 | 6,438 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F4,F12 | $0.50 | Sep 18, 2018 | P | 6,438 | A | — | Sep 18, 2020 | Common stock, par value $0.001 | 6,438 | 9,038 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F3,F12 | $0.30 | Sep 18, 2018 | S | 164,907 | D | — | Sep 18, 2019 | Common stock, par value $0.001 | 164,907 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.30 | Sep 18, 2018 | P | 164,907 | A | — | Sep 18, 2019 | Common stock, par value $0.001 | 164,907 | 219,244 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F3,F12 | $0.50 | Sep 18, 2018 | S | 4,191,385 | D | — | Mar 25, 2020 | Common stock, par value $0.001 | 4,191,385 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.50 | Sep 18, 2018 | P | 4,191,385 | A | — | Mar 25, 2020 | Common stock, par value $0.001 | 4,191,385 | 4,191,385 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F3,F12 | $0.50 | Sep 18, 2018 | S | 188,500 | D | — | Sep 18, 2020 | Common stock, par value $0.001 | 188,500 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.50 | Sep 18, 2018 | P | 188,500 | A | — | Sep 18, 2020 | Common stock, par value $0.001 | 188,500 | 250,600 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F4,F12 | $0.30 | Sep 18, 2018 | S | 7,939 | D | — | Sep 18, 2019 | Common stock, par value $0.001 | 7,939 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.30 | Sep 18, 2018 | P | 7,939 | A | — | Sep 18, 2019 | Common stock, par value $0.001 | 7,939 | 227,183 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F4,F12 | $0.50 | Sep 18, 2018 | S | 58,615 | D | — | Mar 25, 2020 | Common stock, par value $0.001 | 58,615 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.50 | Sep 18, 2018 | P | 58,615 | A | — | Mar 25, 2020 | Common stock, par value $0.001 | 58,615 | 4,250,000 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F4,F12 | $0.50 | Sep 18, 2018 | S | 9,038 | D | — | Sep 18, 2020 | Common stock, par value $0.001 | 9,038 | 0 | I |
| Warrant (Right to Buy)F1,F2,F10,F11,F5,F12 | $0.50 | Sep 18, 2018 | P | 9,038 | A | — | Sep 18, 2020 | Common stock, par value $0.001 | 9,038 | 259,638 | 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 Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
- F10The numbers listed are based on the most recent information available to the Reporting Persons, but the Reporting Persons have been unable to secure more current information and such numbers do not reflect adjustments that should have been made to the Warrants as the result of additional issuances of Common Stock. As noted below, however, the Reporting Persons believe that each Warrant has a de minimis or no value.
- F11Represents transfer for de minimis consideration among the Reporting Persons as reflected in Table II of this Form 4.
- F12All Warrants are currently exercisable.
- 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. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
- F3Securities 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.
- F4Securities 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.
- F5Securities 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.
- F6Securities 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.
- F7Represents in-kind distributions without consideration as follows: The Separately Managed Account (as defined below) is composed of a master investment vehicle, OC 19 Master Fund, L.P. - LCG ("OC 19 Master Fund"), and a feeder investment vehicle, OC 19 Offshore Fund, Ltd. - LCG ("OC 19 Feeder"). As of September 18, 2018, OC 19 Master Fund made a distribution in-kind, without consideration, to its partners, including a Section 16 exempt distribution to its general partner and a distribution to OC 19 Feeder, as the sole limited partner of OC 19 Master Fund. Immediately thereafter, the general partner of OC 19 Master Fund effected an in-kind distribution, without consideration, to its sole member, LCG Holdings, and OC 19 Feeder effected a sale as reflected in Table II of this Form 4.
- F8Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). As indicated above, the Separately Managed Account is composed of OC 19 Master Fund and OC 19 Feeder. OC 19 Feeder, as the owner of a controlling interest in OC 19 Master Fund, may be deemed to beneficially own the securities owned directly by OC 19 Master Fund. Luxor Capital Group, as the investment manager of the Separately Managed Account (composed of OC 19 Master Fund and OC 19 Feeder), 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.
- F9Securities owned directly by LCG Holdings. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by LCG Holdings.