| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RCS Capital Corp [ RCAP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 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 | ||||||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 92,100 | D | $10.7868 | 200,147 | I(4) | By Separately Managed Account | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 30,600 | D | $10.7474 | 169,547 | I(4) | By Separately Managed Account | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 20,300 | D | $10.425 | 149,247 | I(4) | By Separately Managed Account | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 300 | D | $10.8367 | 148,947 | I(4) | By Separately Managed Account | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 57,280 | D | $10.5292 | 91,667 | I(4) | By Separately Managed Account | ||
| Class A common stock, par value $0.001 per share | 04/02/2015 | S | 32,300 | D | $10.7868 | 734,461 | I(6) | By Luxor Wavefront, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 10,710 | D | $10.7474 | 723,751 | I(6) | By Luxor Wavefront, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 7,100 | D | $10.425 | 716,651 | I(6) | By Luxor Wavefront, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 100 | D | $10.8367 | 716,551 | I(6) | By Luxor Wavefront, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 20,175 | D | $10.5292 | 696,376 | I(6) | By Luxor Wavefront, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 85,300 | D | $10.7868 | 185,624 | I(7) | By Luxor Spectrum Offshore Master Fund, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 28,400 | D | $10.7474 | 157,224 | I(7) | By Luxor Spectrum Offshore Master Fund, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 18,800 | D | $10.425 | 138,424 | I(7) | By Luxor Spectrum Offshore Master Fund, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 200 | D | $10.8367 | 138,224 | I(7) | By Luxor Spectrum Offshore Master Fund, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 04/02/2015 | S | 53,245 | D | $10.5292 | 84,979 | I(7) | By Luxor Spectrum Offshore Master Fund, LP | ||
| Class A common stock, par value $0.001 per share(1)(2) | 3,737,944 | I(3) | By Luxor Capital Partners, LP | |||||||
| Class A common stock, par value $0.001 per share(1)(2) | 3,884,436 | I(5) | By Luxor Capital Partners 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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 4 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"), Luxor Spectrum Offshore, Ltd. ("Spectrum Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). |
| 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 shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
| 3. Shares 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 shares of Common Stock 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 shares of Common Stock owned directly by Onshore Fund. |
| 4. Shares held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). Luxor Capital Group, as the investment manager of the Separately Managed Account, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account. |
| 5. Shares 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Offshore Master Fund. |
| 6. Shares owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Wavefront 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 shares of Common Stock owned directly by Wavefront Fund. |
| 7. Shares owned directly by Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund"). Spectrum Feeder Fund, as the owner of a controlling interest in Spectrum Master Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Spectrum Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Spectrum Master Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Spectrum 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 shares of Common Stock owned directly by Spectrum Master Fund. |
| Remarks: |
| Norris Nissim, Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 04/02/2015 | |
| ** 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. | ||
