SEC Form 4 · accession 0001144204-15-059856
RCS Capital Corp · RCAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas S Schorsch
10% Owner
Period of report
Oct 14, 2015
Accepted (ET)
Oct 16, 2015 · 9:00 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 | Oct 14, 2015 | J | 898,372 | — | A | 21,090,475 | 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 reporting person received 898,372 additional shares of Class A Common Stock on October 14, 2015, representing the remaining portion of consideration to which he was entitled to receive as a member of RCM, as consideration for the termination of the Services Agreement.