SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Searchlight Minerals Corp. [ SRCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 02/16/2016 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common stock, par value $0.01(1)(2) | 07/01/2015 | J4(3) | 171,545 | D | (3) | 12,455,145 | I(4) | By Luxor Capital Partners, LP | |||||||
Common stock, par value $0.01(1)(2) | 07/01/2015 | J4(3) | 171,374 | D | (3) | 5,467,466 | I(5) | By Luxor Capital Partners Offshore Master Fund, LP | |||||||
Common stock, par value $0.01(1)(2) | 07/01/2015 | J4(3) | 342,919 | A | (3) | 345,519 | I(6) | By Thebes Offshore Master Fund, LP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
7% Convertible Notes due 2018 | $0.4 | 07/01/2015 | 4J(3) | $26,000 | 09/18/2013 | 09/18/2018 | Common Stock, par value $.001 | $26,000 | (3) | $1,885,000 | I(4) | By Luxor Capital Partners, LP | ||
7% Convertible Notes due 2018 | $0.4 | 07/01/2015 | 4J(3) | $26,000 | 09/18/2013 | 09/18/2018 | Common Stock, par value $.001 | $26,000 | (3) | $26,000 | I(6) | By Thebes Offshore Master Fund, LP | ||
Warrant (Right to Buy) | $1.74 | 07/01/2015 | 4J(3) | 35,080 | (9) | 11/30/2016 | Common Stock, par value $.001 | 35,080 | (3) | 1,475,295 | I(5) | By Luxor Capital Partners Offshore Master Fund, LP | ||
Warrant (Right to Buy) | $1.74 | 07/01/2015 | 4J(3) | 35,080 | (9) | 11/30/2016 | Common Stock, par value $.001 | 35,080 | (3) | 93,367 | I(6) | By Thebes Offshore Master Fund, LP | ||
Warrant (Right to Buy) | $1.85 | 07/01/2015 | 4J(3) | 33,624 | (9) | 11/30/2016 | Common Stock, par value $.001 | 33,624 | (3) | 1,438,000 | I(4) | By Luxor Capital Partners, LP | ||
Warrant (Right to Buy) | $1.85 | 07/01/2015 | 4J(3) | 33,624 | (9) | 11/30/2016 | Common Stock, par value $.001 | 33,624 | (3) | 0 | I(6) | By Thebes Offshore Master Fund, LP | ||
Warrant (Right to Buy)(7) | $0.3 | 07/01/2015 | 4J(3) | 2,306 | 09/18/2014 | 09/18/2019 | Common Stock, par value $.001 | 2,306 | (3) | 164,907 | I(4) | By Luxor Capital Partners, LP | ||
Warrant (Right to Buy)(7) | $0.3 | 07/01/2015 | 4J(3) | 2,306 | 09/18/2014 | 09/18/2019 | Common Stock, par value $.001 | 2,306 | (3) | 2,306 | I(6) | By Thebes Offshore Master Fund, LP | ||
Warrant (Right to Buy)(8) | $0.5 | 07/01/2015 | 4J(3) | 58,615 | 03/25/2015 | 03/25/2020 | Common Stock, par value $.001 | 58,615 | (3) | 4,191,385 | I(4) | By Luxor Capital Partners, LP | ||
Warrant (Right to Buy)(8) | $0.5 | 07/01/2015 | 4J(3) | 58,615 | 03/25/2015 | 03/25/2020 | Common Stock, par value $.001 | 58,615 | (3) | 58,615 | I(6) | By Thebes Offshore Master Fund, LP | ||
Warrant (Right to Buy) | $0.375 | 07/01/2015 | 4J(3) | 20,841 | (9) | 06/01/2017 | Common Stock, par value $.001 | 20,841 | (3) | 1,490,268 | I(4) | By Luxor Capital Partners, LP | ||
Warrant (Right to Buy) | $0.375 | 07/01/2015 | 4J(3) | 20,841 | (9) | 06/01/2017 | Common Stock, par value $.001 | 20,841 | (3) | 20,841 | I(6) | By Thebes Offshore Master Fund, LP |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. Securities acquired in lieu of cash, at the option of the Reporting Persons, in connection with the semi-annual interest payment on the Issuer's Secured Convertible Promissory Notes, dated September 18, 2013, owned by the Reporting Persons. In lieu of cash, the Reporting Persons received Units, priced at $0.20 per Unit, consisting of one share of Common Stock and one-half Warrant. |
8. The reported securities are included within Units acquired by the Reporting Person at a purchase price of $0.3529 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. |
9. The Warrants are currently exercisable. |
Remarks: |
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 02/17/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |