Emergent Capital (EMGC) Form 4 EMERGENT CAPITAL / Andrew Dakos ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

Dakos Andrew

(Last) (First) (Middle)

C/O EMERGENT CAPITAL, INC.

5355 TOWN CENTER ROAD, SUITE 701

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERGENT CAPITAL, INC. [ EMGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2017		A		3,629,201	A	$0.2	5,854,070	I	See Footnote(1)
Common Stock	07/28/2017		A		1,693,671	A	$0.2	3,501,179	I	See Footnote(2)
Common Stock								42,720	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy) purchase Common Stock	$0.2(3)	07/28/2017		A(4)		869,907		(5)	07/28/2025	Common Stock	869,907	$0.00(4)	869,907	I	See footnote(1)
Warrants (right to buy) purchase Common Stock	$0.2(3)	07/28/2017		A(4)		730,093		(5)	07/28/2025	Common Stock	730,093	$0.00(4)	730,093	I	See footnote(2)
8.50% Senior Unsecured Convertible Notes due 2019	$6.59(6)	07/28/2017		J(7)			$6,617,100	02/21/2014	02/13/2019	Common Stock	980,078(8)	$0.00(7)	0	I	See footnote(9)
5.00% Senior Unsecured Convertible Notes due 2023	$2(10)	07/28/2017		J(7)		$6,871,769		07/28/2017	02/13/2023	Common Stock	3,435,885(11)	$0.00(7)	3,435,885	I	See footnote(12)

Explanation of Responses:

1. The securities are held by certain private investment funds. Bulldog Investors, LLC ("BI") has sole voting and investment power with respect to such securities. The reporting person is a principal of BI and of the general partners of each of such investment fund, and is a limited partner in certain such funds. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. These totals do not include securities that are owned by BI's Special Opportunities Fund since the reporting person has no pecuniary interest therein. The warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.

2. The securities are held by various entities and individuals. BI or certain of its principals has voting and investment power with respect to such securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation (the "FOIR").

3. Subject to adjustment in accordance with Article 3 of the warrants.

4. At the election of Emergent Capital, Inc., these securities were issued for no consideration in connection with the closing of certain recapitalization transactions.

5. The warrants will vest at later times based on the conversion of the issuer's outstanding senior unsecured convertible notes outstanding as of July 28, 2017 (the "Outstanding Convertible Notes") into shares of the issuer's common stock on a 1 to 1 basis; provided that upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of the issuer's common stock, or (y) all of the Outstanding Convertible Notes are no longer outstanding, then all remaining shares of the issuer's common stock under the warrants shall vest and become immediately exercisable.

6. $6.59 (151.7912 shares of common stock per $1,000 principal amount of notes for notes denominated in $1,000 increments or 0.1517912 shares of common stock per $1.00 principal amount of notes for notes denominated in $1.00 increments), in each case, subject to adjustment in accordance with Article 4 of the indenture governing the 8.50% Senior Unsecured Convertible Notes due 2019 (the "Old Convertible Notes").

7. 5.00% Senior Unsecured Convertible Notes due 2023 (the "New Convertible Notes") were acquired and the Old Convertible Notes were disposed of in connection with the Offer to Exchange, dated April 18, 2017 (the "Exchange Offer"), which provided that for each $1,000 in principal amount of Old Convertible Notes accepted for exchange in the Exchange Offer, holders of such Old Convertible Notes would receive (i) $1,000 in principal amount of New Convertible Notes plus an additional amount of New Convertible Notes equal to accrued and unpaid interest through and excluding the settlement date of the Exchange Offer on the Old Convertible Notes tendered and accepted by the issuer in the Exchange Offer and (ii) the right to subscribe in a rights offering for 500 shares of the issuer's $0.01 par value common stock at a price of $0.20 per share.

8. 151.7912 shares of common stock per $1,000 principal amount of notes for notes denominated in $1,000 increments or 0.1517912 shares of common stock per $1.00 principal amount of notes for notes denominated in $1.00 increments, in each case subject to adjustment in accordance with Article 4 of the indenture governing the Old Convertible Notes.

9. The notes are held by certain private investment funds. Bulldog Investors, LLC ("BI") has sole voting and investment power with respect to such notes. The reporting person is a principal of BI and of the general partners of each of such investment fund, and is a limited partner in certain such funds. The reporting person disclaims beneficial ownership of these notes except to the extent of his pecuniary interest therein. These totals do not include $3,088,050 aggregate principal amount of outstanding notes that are owned by BI's Special Opportunities Fund since the reporting person has no pecuniary interest therein. The notes are subject to a conversion limitation imposed by Florida State law that voids any conversion of such notes into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the FOIR.

10. $2.00 (500 shares of common stock per $1,000 principal amount of notes for notes denominated in $1,000 increments or 0.5 shares of common stock per $1.00 principal amount of notes for notes denominated in $1.00 increments), in each case, subject to adjustment in accordance with Article 4 of the indenture governing the New Convertible Notes.

11. 500 shares of common stock per $1,000 principal amount of notes for notes denominated in $1,000 increments or 0.5 shares of common stock per $1.00 principal amount of notes for notes denominated in $1.00 increments, in each case, subject to adjustment in accordance with Article 4 of the indenture governing the New Convertible Notes.

12. The notes are held by certain private investment funds. BI has sole voting and investment power with respect to such notes. The reporting person is a principal of BI and of the general partners of each of such investment fund, and is a limited partner in certain such funds. The reporting person disclaims beneficial ownership of these notes except to the extent of his pecuniary interest therein. These totals do not include $3,206,898 aggregate principal amount of outstanding notes that are owned by BI's Special Opportunities Fund since the reporting person has no pecuniary interest therein. The notes are subject to a conversion limitation imposed by Florida State law that voids any conversion of such notes into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the FOIR.

Remarks:

	Christopher O'Reilly, attorney in fact for Andrew Dakos	08/01/2017
	** Signature of Reporting Person	Date
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