SEC Form 4 · accession 0001144204-15-049973
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
Aug 13, 2015
Accepted (ET)
Aug 14, 2015 · 5:15 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 StockF1,F2,F3 | Aug 13, 2015 | A | 91,340 | — | A | 1,239,669 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 6, 2015, RCS Capital Corporation (the "Company") and RCS Capital Holdings, LLC ("RCS Holdings") entered into a Membership Interest Purchase Agreement with Apollo Management Holdings, L.P. pursuant to which the Company and RCS Holdings agreed to sell their wholesale distribution business (the "Transaction"), consisting of Realty Capital Securities, LLC, and certain related entities, for an aggregate purchase price of $25.0 million, payable in cash and subject to adjustment.
- F2In connection with the Transaction, the Company and RCS Holdings have entered into an agreement (the "Termination Agreement") with RCS Capital Management, LLC ("RCM"), each of the members of RCM, who are also members of RCAP Holdings, and Luxor Capital Group LP pursuant to which RCM and its members have agreed to terminate the Company's services agreement (the "Services Agreement"), pursuant to which RCM serves as service provider to the Company and RCS Holdings, within five business days of the date of the Termination Agreement.
- F3Pursuant to the Termination Agreement, the members of RCM received 2,340,636 shares of Class A common stock on August 13, 2015 as consideration for the termination of the Services Agreement. The reporting person is a member of RCM, and, as such, received 91,340 shares of Class A Common Stock of the Company.