SEC Form 4/A · accession 0001140361-15-027969

CONNS INC · CONN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Luxor Capital Group, LP

10% Owner

Period of report

Jun 1, 2015

Accepted (ET)

Jul 17, 2015 · 6:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001223389

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.01 par value^F1,F2,F8,F6	Jun 1, 2015	S	30,776	$36.39	D	189,287	I	By Luxor Spectrum Offshore Master Fund LP
Common Stock, $0.01 par value^F1,F2,F9,F6	Jun 2, 2015	S	189,287	$38.4196	D	0	I	By Luxor Spectrum Offshore Master Fund LP
Common Stock, $0.01 par value^F1,F2,F8,F4	Jun 1, 2015	S	27,953	$36.3901	D	223,528	I	By Separately Managed Account
Common Stock, $0.01 par value^F1,F2,F9,F4	Jun 2, 2015	S	112,022	$38.4254	D	111,506	I	By Separately Managed Account
Common Stock, $0.01 par value^F1,F2,F10,F4	Jun 3, 2015	S	2,439	$38.8432	D	109,067	I	By Separately Managed Account
Common Stock, $0.01 par value^F1,F2,F9,F3	Jun 2, 2015	S	146,009	$38.4161	D	2,946,534	I	By Luxor Capital Partners, LP
Common Stock, $0.01 par value^F1,F2,F10,F3	Jun 3, 2015	S	65,007	$38.8432	D	2,878,280	I	By Luxor Capital Partners, LP
Common Stock, $0.01 par value^F1,F2,F9,F5	Jun 2, 2015	S	250,729	$38.4194	D	3,102,774	I	By Luxor Capital Partners Offshore Master Fund LP
Common Stock, $0.01 par value^F1,F2,F10,F5	Jun 3, 2015	S	66,256	$38.8432	D	3,036,518	I	By Luxor Capital Partners Offshore Master Fund LP
Common Stock, $0.01 par value^F1,F2,F9,F7	Jun 2, 2015	S	51,953	$38.4183	D	619,901	I	By Luxor Wavefront, LP
Common Stock, $0.01 par value^F1,F2,F10,F7	Jun 3, 2015	S	12,965	$38.8432	D	606,936	I	By Luxor Wavefront, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Owned after	D/I
Notional Principal Amount Derivative Agreement^{F1,F2,F11,F12}	—	Jun 2, 2015	J	303,988	D	—	Jul 20, 2017	Common Stock, $0.01 par value	2,102,935	I
Notional Principal Amount Derivative Agreement^{F1,F2,F11,F12}	—	Jun 3, 2015	J	150,000	D	—	Jul 20, 2017	Common Stock, $0.01 par value	1,952,935	I
Notional Principal Amount Derivative Agreement^{F1,F2,F11,F12}	—	Jun 2, 2015	J	4,296	D	—	Sep 30, 2016	Common Stock, $0.01 par value	147,391	I
Notional Principal Amount Derivative Agreement^{F1,F2,F11,F12}	—	Jun 2, 2015	J	23,775	D	—	Jul 20, 2017	Common Stock, $0.01 par value	1,056,207	I
Notional Principal Amount Derivative Agreement^{F1,F2,F11,F12}	—	Jun 2, 2015	J	72,737	D	—	Nov 11, 2015	Common Stock, $0.01 par value	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 Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
F10Reflects transactions executed in multiple trades at prices ranging from $38.8113 to $39.0325. The price reported reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which such transactions were effected.
F11Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by each of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account at strike prices ranging from 30.0271 to 43.6461. The Derivative Agreements provide the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreements (such shares, the "Subject Shares").
F12Each of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
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 shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
F3Shares 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 shares of Common Stock 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 shares of Common Stock owned directly by Onshore Fund.
F4Shares 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 shares of Common Stock 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 shares of Common Stock held in the Separately Managed Account.
F5Shares 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Offshore Master Fund.
F6Shares 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Spectrum Master Fund.
F7Shares 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 shares of Common Stock 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 shares of Common Stock owned directly by Wavefront Fund.
F8Reflects transactions executed in multiple trades at prices ranging from $36.1063 to $36.7400. The price reported reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which such transactions were effected.
F9Reflects transactions executed in multiple trades at prices ranging from $37.5332 to $38.7959. The price reported reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which such transactions were effected.