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RCS Capital Corp 5

Accession 0001140361-16-053523

CIK 0001568832operating
View on SEC.govCompany Profile

Filed

Feb 15, 7:00 PM ET

Accepted

Feb 16, 9:48 PM ET

Size

39.5 KB

Accession

0001140361-16-053523

Insider Transaction Report

Form 5
Period: 2015-12-31
RCS Capital CorpRCAP
Luxor Capital Group, LP
10% Owner
Transactions
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−118,055→ 5,146,905 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Thebes Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−61,850→ 1,973,244 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (118,942 underlying)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−22,362→ 1,599,074 total(indirect: By Luxor Capital Partners, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (43,004 underlying)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−51,552→ 4,776,492 total(indirect: By Luxor Capital Partners, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01+169,607→ 169,607 total(indirect: By Thebes Offshore Master Fund, LP)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01+84,212→ 84,212 total(indirect: By Thebes Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (161,946 underlying)
LCG HOLDINGS LLC
10% Owner
Transactions
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Thebes Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−51,552→ 4,776,492 total(indirect: By Luxor Capital Partners, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−118,055→ 5,146,905 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01+169,607→ 169,607 total(indirect: By Thebes Offshore Master Fund, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−61,850→ 1,973,244 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (118,942 underlying)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−22,362→ 1,599,074 total(indirect: By Luxor Capital Partners, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (43,004 underlying)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01+84,212→ 84,212 total(indirect: By Thebes Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (161,946 underlying)
Thebes Partners Offshore, Ltd.
10% Owner
Transactions
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Thebes Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−51,552→ 4,776,492 total(indirect: By Luxor Capital Partners, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01+169,607→ 169,607 total(indirect: By Thebes Offshore Master Fund, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−22,362→ 1,599,074 total(indirect: By Luxor Capital Partners, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (43,004 underlying)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01+84,212→ 84,212 total(indirect: By Thebes Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (161,946 underlying)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−118,055→ 5,146,905 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−61,850→ 1,973,244 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (118,942 underlying)
Luxor Capital Partners, LP
10% Owner
Transactions
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−22,362→ 1,599,074 total(indirect: By Luxor Capital Partners, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (43,004 underlying)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−61,850→ 1,973,244 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (118,942 underlying)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01+84,212→ 84,212 total(indirect: By Thebes Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (161,946 underlying)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−51,552→ 4,776,492 total(indirect: By Luxor Capital Partners, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01+169,607→ 169,607 total(indirect: By Thebes Offshore Master Fund, LP)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−118,055→ 5,146,905 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Thebes Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
LUXOR CAPITAL PARTNERS OFFSHORE LTD
10% Owner
Transactions
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01+169,607→ 169,607 total(indirect: By Thebes Offshore Master Fund, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−61,850→ 1,973,244 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (118,942 underlying)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−51,552→ 4,776,492 total(indirect: By Luxor Capital Partners, LP)
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Luxor Capital Partners, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    5% convertible senior notes

    2015-07-01(indirect: By Thebes Offshore Master Fund, LP)
    → Class A common stock, par value $0.001 per share
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01+84,212→ 84,212 total(indirect: By Thebes Offshore Master Fund, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (161,946 underlying)
  • Other

    Class A common stock, par value $0.001 per share

    2015-07-01−118,055→ 5,146,905 total(indirect: By Luxor Capital Partners Offshore Master Fund, LP)
  • Other

    7% Series C Convertible Prererred Stock

    2015-07-01−22,362→ 1,599,074 total(indirect: By Luxor Capital Partners, LP)
    Exercise: $13.00→ Class A common stock, par value $0.001 per share (43,004 underlying)
Footnotes (11)
  • [F1]This Form 5 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), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). Transactions reported herein do not include or reflect securities beneficially owned and previously disclosed on Forms 4.
  • [F10]The securities have 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.
  • [F11]Represents shares of 7% Series C Convertible Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series C 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 C Preferred Stock, in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof.
  • [F2]Each 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.
  • [F3]Reflects distributions-in-kind and subsequent contributions of securities by limited partners of the Reporting Persons resulting in a change in form of beneficial ownership of securities previously reported.
  • [F4]Securities 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.
  • [F5]Securities 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.
  • [F6]Securities 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.
  • [F7]Represents 5% convertible senior notes (the "Convertible Notes") which are convertible at the option of the holder, and to the extent permitted by certain of the Issuer's credit agreements and any refinancings thereof, into Common Stock, at a conversion rate equal to 47.2144 shares of Common Stock per $1,000 principal amount of Convertible Notes, or $21.18 per share, subject to adjustment pursuant to customary anti-dilution provisions.
  • [F8]The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 4.9% or less of the 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.
  • [F9]The securities have restrictions on conversion such that when the 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.

Documents

1 file

Issuer

RCS Capital Corp

CIK 0001568832

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001568832

Filing Metadata

Form type
5
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 9:48 PM ET
Size
39.5 KB
View on SEC.gov