SEC Form 4 · accession 0001140361-15-033101
RCS Capital Corp · RCAP
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 SPECTRUM OFFSHORE LTD
10% Owner
Luxor Wavefront, LP
10% Owner
Thebes Partners Offshore, Ltd.
10% Owner
Period of report
Aug 19, 2015
Accepted (ET)
Aug 21, 2015 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568832
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.001 per shareF1,F2,F3 | holding | — | — | — | 3,966,413 | I | By Luxor Capital Partners, LP | |
| Class A common stock, par value $0.001 per shareF1,F2,F4 | holding | — | — | — | 3,766,381 | I | By Luxor Capital Partners Offshore Master Fund, LP | |
| Class A common stock, par value $0.001 per shareF1,F2,F5 | holding | — | — | — | 84,979 | I | By Luxor Spectrum Offshore Master Fund, LP | |
| Class A common stock, par value $0.001 per shareF1,F2,F6 | holding | — | — | — | 696,376 | I | By Luxor Wavefront, LP | |
| Class A common stock, par value $0.001 per shareF1,F2,F7 | holding | — | — | — | 91,667 | I | By Separately Managed Account | |
| Class A common stock, par value $0.001 per shareF1,F2,F8 | holding | — | — | — | 169,607 | I | By Thebes Offshore Master Fund, LP | |
| Class A common stock, par value $0.001 per shareF1,F2,F9 | holding | — | — | — | 351,490 | I | By Blue Sands LLC | |
| Class A common stock, par value $0.001 per shareF1,F2,F10 | holding | — | — | — | 26,166 | I | By Blue Sands B Inc. | |
| Class A common stock, par value $0.001 per shareF1,F2,F11 | holding | — | — | — | 74,203 | I | By Blue Sands C Inc. | |
| Class A common stock, par value $0.001 per shareF1,F2,F12 | holding | — | — | — | 28,120 | I | By Blue Sands D Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 11% Series D-2 Convertible Preferred StockF1,F2,F3,F13,F14,F15,F16,F17,F18 | — | Aug 19, 2015 | J | 278,320 | A | — | — | Class A common stock, par value $0.001 per share | 1,391,600 | 278,320 | I |
| 11% Series D-2 Convertible Preferred StockF1,F2,F4,F13,F14,F15,F16,F17,F18 | — | Aug 19, 2015 | J | 204,360 | A | — | — | Class A common stock, par value $0.001 per share | 1,021,800 | 204,360 | I |
| 11% Series D-2 Convertible Preferred StockF1,F2,F8,F13,F14,F15,F16,F17,F18 | — | Aug 19, 2015 | J | 17,320 | A | — | — | Class A common stock, par value $0.001 per share | 86,600 | 17,320 | 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"), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
- F10Securities owned directly by Blue Sands B Inc. ("Blue Sands B"). Spectrum Master Fund holds a 100% ownership interest in Blue Sands B and, as such, may be deemed to have an economic interest in the securities beneficially owned by Blue Sands B.
- F11Securities owned directly by Blue Sands C Inc. ("Blue Sands C"). Wavefront Fund holds a 100% ownership interest in Blue Sands C and, as such, may be deemed to have an economic interest in the securities beneficially owned by Blue Sands C.
- F12Securities owned directly by Blue Sands D Inc. ("Blue Sands D"). The Separately Managed Account holds a 100% ownership interest in Blue Sands D and, as such, may be deemed to have an economic interest in the securities beneficially owned by Blue Sands D.
- F13Represents shares of 11% Series D-2 Convertible Preferred Stock ("Series D-2 Preferred Stock") issued to the Reporting Persons pursuant to the terms of an Investment Agreement dated August 6, 2015 between the Issuer and the Reporting Persons. The Series D-2 Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series D-2 Preferred Stock in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. Beginning December 12, 2022, the holder shall, at its option, have the right to require the Issuer to redeem the Series D-2 Preferred Stock, in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof.
- F14The holders of shares of Series D-2 Preferred Stock have the right, at their option at any time and from time to time, to convert some or all of their shares of Series D-2 Preferred Stock into the number of shares of Common Stock, obtained by dividing the aggregate liquidation preference of such shares plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of conversion by an initial conversion price of $5.00, which will be adjustable upon the occurrence of certain events and transactions to prevent dilution. The initial liquidation preference of shares of Series D-2 Preferred Stock is $25.00 per share. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date.
- F15The Series D-2 Preferred Stock has restrictions on conversion such that when a holder, together with its affiliates, then beneficially owns 4.9% or less of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner), that, when taken together with the Common Stock otherwise held, collectively exceeds 4.9% of the Common Stock then outstanding, as applicable (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of shares of Common Stock resulting from such conversion) (the "4.9% Blocker"). The 4.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer.
- F16The Series D-2 Preferred Stock has restrictions on conversion such that when a holder, together with its affiliates, then beneficially owns 9.9% or less but greater than 4.9% of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock, including Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner) that, when taken together with the Common Stock otherwise held, collectively exceeds 9.9% of the Common Stock then outstanding (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of Common Stock resulting from such conversion) (the 9.9% Blocker"). The 9.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer.
- F17The Series D-2 Preferred Stock has restrictions on conversion such that in no event shall any holder on his or its own, or with any of his or its affiliates, be allowed to accept Common Stock if it would result in such holder owning more than 24.9% of the Common Stock outstanding at the time of conversion, unless such conversion is approved by the Financial Industry Regulatory Authority, Inc.
- F18The Series D-2 Preferred Stock has restrictions on conversion such that in no event will a holder be allowed to accept Common Stock issuable upon conversion of the Series D-2 Preferred Stock until shareholder consent is obtained in accordance with New York Stock Exchange rules.
- 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 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 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.
- F5Securities 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.
- 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 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.
- F8Securities 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.
- F9Securities owned directly by Blue Sands LLC ("Blue Sands"). Offshore Master Fund holds an approximately 99% ownership interest in Blue Sands and, as such, may be deemed to have an economic interest in the securities beneficially owned by Blue Sands.