SEC Form 4/A · accession 0001567619-18-003267
Altisource Asset Management Corp · AAMC
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
Period of report
Aug 30, 2018
Accepted (ET)
Sep 28, 2018 · 4:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555074
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F4,F6,F3,F5 | — | Aug 30, 2018 | J | 6,114 | D | — | — | Common stock, par value $0.01 | 4,891 | 0 | I |
| Series A Convertible Preferred StockF1,F2,F4,F6,F3,F5 | — | Aug 30, 2018 | J | 5,788 | A | — | — | Common stock, par value $0.01 | 4,630 | 5,788 | I |
| Series A Convertible Preferred StockF1,F2,F6,F4,F3,F5 | — | Aug 30, 2018 | S | 5,788 | D | — | — | Common stock, par value $0.01 | 4,630 | 0 | I |
| Series A Convertible Preferred StockF1,F2,F4,F7,F3,F5 | — | Aug 30, 2018 | J | 326 | A | — | — | Common stock, par value $0.01 | 261 | 326 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), LCG Holdings, LLC ("LCG Holdings") and Christian Leone (collectively, the "Reporting Persons").
- 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.
- F3The holders of Series A Convertible Preferred Stock shall have the right, at their option, to require the Issuer to convert some or all of their Series A Convertible Preferred Stock into the number of fully paid and non-assessable shares of Common Stock obtained by dividing the aggregate Liquidation Preference of such specified Series A Convertible Preferred Stock by the Conversion Price then in effect.
- F4Represents 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 August 30, 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.
- F5The Series A Convertible Preferred Stock is perpetual.
- F6Securities 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.
- F7Securities 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.
Remarks
The Reporting Persons are not subject to Section 16 with respect to this Issuer.