SEC Form 4 · accession 0001144204-15-066581
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
Nov 9, 2015
Accepted (ET)
Nov 17, 2015 · 9:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568832
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 D-1 Convertible Preferred StockF1,F2 | — | Nov 9, 2015 | J | 1,000,000 | A | — | — | Common Stock | 5,000,000 | 1,000,000 | I |
Explanation of responses
- F1On November 9, 2015, pursuant to a termination agreement and release, AR Capital, LLC ("ARC") purchased from Apollo Principal Holdings I, L.P. ("APH I") 1,000,000 shares of 11% Series D-1 Convertible Preferred Stock (the "Series D-1 Preferred Stock") of the issuer for a purchase price of $25,666,845. Mr. Schorsch is a managing member of ARC.
- F2The holders of shares of Series D-1 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-1 Preferred Stock into the number of shares of the issuer's Class A 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.