SEC Form 4 · accession 0001144204-15-000559
RCS Capital Corp · RCAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M Weil Jr.
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 5:51 pm EST
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 StockF1,F2,F3,F5 | Dec 31, 2014 | M | 10,914 | — | A | 1,098,329 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF4,F1,F2,F3 | $0.00 | Dec 31, 2014 | M | 10,914 | D | — | — | Class A Common Stock | 10,914 | 0 | D |
Explanation of responses
- F1On December 31, 2014, RCS Capital Corporation (the "Issuer"), RCS Capital Management, LLC ("RCS Management"), the Company's external service provider, and RCS Holdings, LLC ("Holdings"), entered into an amendment ("Amendment No. 2") to the Amended and Restated 2013 Manager Multi-Year Outperformance Agreement dated February 11, 2014 (the "OPP Agreement") pursuant to which RCS Management was granted LTIP Units (as defined in the OPP Agreement) in Holdings. On April 28, 2014, RCS Management earned 310,947 LTIP Units ("Earned LTIP Units"), which were then distributed pro rata to its members at the time of such distribution pro rata in accordance with their respective percentage interests in RCS Management. Amendment No. 2 provided for the early vesting of the Earned LTIP Units such that all of the Earned LTIP Units became fully vested on December 31, 2014.
- F2Under the OPP Agreement and the Limited Liability Company Agreement of Holdings, LTIP Units automatically convert, upon vesting and after achieving economic equivalence with Class A Units (as defined in the OPP Agreement) in Holdings (which had previously been achieved), into Class C Units (as defined in the OPP Agreement) in Holdings on a one-for-one basis. A holder of Class C Units may elect to convert its Class C Units, on a one-for-one basis, into shares of Class A Common Stock of the Issuer, or, at the option of the Company, a cash equivalent.
- F3Pursuant to a Redemption and Exchange Agreement entered into December 31, 2014 (the "Redemption Agreement"), each of the members of RCS Management holding Earned LTIP Units ("Members") converted their Class C Units into shares of Class A Common Stock of the Issuer and all applicable notice and delivery waiting period requirements were waived. Accordingly, 310,947 shares of Class A Common Stock of the Issuer were issued pro rata to the Member at the time of distribution on December 31, 2014. The reporting person is a Member.
- F4As described above, on December 31, 2014, the LTIP Units automatically converted into Class C Units in Holdings on a one-for-one basis, which Class C Units were then subsequently converted into shares of Class A Common Stock of the Issuer on a one-for-one basis pursuant to the Redemption Agreement.
- F5This Form 4 (the "January Form 4") reflects the reporting person's current ownership following the transaction reported herein. The reporting person filed a Form 4 (the "November Form 4") on November 18, 2014 to reflect certain purchases made on such date. This January Form 4 also corrects an inadvertent clerical error by changing the total number of shares of common stock beneficially owned following the reported transaction on November 18, 2014 from 1,083,958 shares (as previously reported in the November Form 4) to 1,087,415 shares, and no other change has been made to the November Form 4.