SEC Form 4 · accession 0001140361-15-010617
Altisource Asset Management Corp · AAMC
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
Period of report
Mar 3, 2015
Accepted (ET)
Mar 5, 2015 · 9:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555074
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,F8 | Mar 3, 2015 | O | 4,666 | — | A | 4,666 | I | See Explanation of Responses |
| Common stock, par value $0.01F1,F2,F8 | Mar 3, 2015 | J | 4,666 | — | D | 0 | I | See Explanation of Responses |
| Common stock, par value $0.01F1,F2,F9 | Mar 3, 2015 | O | 2,259 | — | A | 2,259 | I | See Explanation of Responses |
| Common stock, par value $0.01F1,F2,F9 | Mar 3, 2015 | J | 2,259 | — | D | 0 | I | See Explanation of Responses |
| Common stock, par value $0.01F1,F2,F6 | holding | — | — | — | 109,602 | I | By Luxor Wavefront, LP | |
| Common stock, par value $0.01F1,F2,F3 | holding | — | — | — | 147,276 | I | By Luxor Capital Partners, LP | |
| Common stock, par value $0.01F1,F2,F4 | holding | — | — | — | 9,319 | I | By Separately Managed Account | |
| Common stock, par value $0.01F1,F2,F5 | holding | — | — | — | 135,312 | I | By Luxor Capital Partners Offshore Master Fund, LP | |
| Common stock, par value $0.01F1,F2,F7 | holding | — | — | — | 3,821 | I | By Luxor Spectrum 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementF1,F2,F8,F10,F11 | $926.2813 | Mar 3, 2015 | O | 1 | D | Mar 3, 2015 | Mar 3, 2015 | Common stock, par value $0.01 | 4,666 | 0 | I |
| Notional Principal Amount Derivative AgreementF1,F2,F11,F10 | $203.00 | Mar 3, 2015 | J | 1 | A | — | Apr 7, 2016 | Common stock, par value $0.01 | 4,666 | 1 | I |
| Notional Principal Amount Derivative AgreementF1,F2,F9,F10,F11 | $928.6628 | Mar 3, 2015 | O | 1 | D | Mar 3, 2015 | Mar 3, 2015 | Common stock, par value $0.01 | 2,259 | 0 | I |
| Notional Principal Amount Derivative AgreementF1,F2,F11,F10 | $203.00 | Mar 3, 2015 | J | 1 | A | — | Apr 7, 2015 | Common stock, par value $0.01 | 2,259 | 1 | 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").
- F10Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by each of the Wavefront Fund and the Separately Managed Account. Such Derivative Agreements represent an aggregate of 4,666 and 2,259 shares of Common Stock, respectively, for each of the Wavefront Fund and the Separately Managed Account.
- F11The Derivative Agreements provide the Wavefront 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"). Each of the Wavefront 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 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.
- F7Shares 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.
- F8On March 3, 2015, upon the "roll-over" of an equity swap agreement entered into by and between the Wavefront Fund and an unaffiliated third party financial institution, the Wavefront Fund paid to such institution an aggregate of $3,374,830.41, representing $725.66 per share for each of the 4,666 shares subject to the agreement, which is the difference between the "exercise" price of the equity swap on the effective date and the market price of the Common Stock on the expiration date of the agreement.
- F9On March 3, 2015, upon the "roll-over" of an equity swap agreement entered into by and between the Separately Managed Account and an unaffiliated third party financial institution, the Separately Managed Account paid to such institution an aggregate of $1,639,272.34, representing $725.66 per share for each of the 2,259 shares subject to the agreement, which is the difference between the "exercise" price of the equity swap on the effective date and the market price of the Common Stock on the expiration date of the agreement.