Thebes Offshore Master Fund Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Searchlight Minerals Corp. [ SRCH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2016

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		J⁽³⁾		55,742,143	A	⁽³⁾	68,197,288	I⁽⁴⁾	By Luxor Capital Partners, LP
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		J⁽³⁾		2,010,857	A	⁽³⁾	2,868,437	I⁽⁵⁾	By Separately Managed Account
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		J⁽³⁾		18,363,857	A	⁽³⁾	21,021,710	I⁽⁶⁾	By Luxor Wavefront, LP
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		J⁽³⁾		768,857	A	⁽³⁾	1,114,376	I⁽⁷⁾	By Thebes Offshore Master Fund, LP
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		P		11,144,914	A	$0.035	79,342,202	I⁽⁴⁾	By Luxor Capital Partners, LP
Common Stock, par value $.001⁽¹⁾⁽²⁾	03/18/2016		P		31,712,229	A	$0.035	37,179,695	I⁽⁸⁾	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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾			247,706	⁽¹⁰⁾	11/30/2016	Common Stock, par value $.001	247,706	⁽⁹⁾	0	I⁽¹¹⁾	By Luxor Spectrum Offshore Master Fund, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾		247,706		⁽¹⁰⁾	11/30/2017	Common Stock, par value $.001	247,706	⁽⁹⁾	247,706	I⁽¹¹⁾	By Luxor Spectrum Offshore Master Fund, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾			28,618	⁽¹⁰⁾	11/30/2016	Common Stock, par value $.001	28,618	⁽⁹⁾	0	I⁽¹²⁾	By Luxor Spectrum, LLC
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾		28,618		⁽¹⁰⁾	11/30/2017	Common Stock, par value $.001	28,618	⁽⁹⁾	28,618	I⁽¹²⁾	By Luxor Spectrum, LLC
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾			3,275,074	⁽¹⁰⁾	11/30/2016	Common Stock, par value $.001	1,686,562	⁽⁹⁾	0	I⁽⁴⁾	By Luxor Capital Partners, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾		3,275,074		⁽¹⁰⁾	11/30/2017	Common Stock, par value $.001	1,686,562	⁽⁹⁾	1,686,562	I⁽⁴⁾	By Luxor Capital Partners, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾			109,506	⁽¹⁰⁾	11/30/2016	Common Stock, par value $.001	109,506	⁽⁹⁾	0	I⁽⁷⁾	By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾		109,506		⁽¹⁰⁾	11/30/2017	Common Stock, par value $.001	109,506	⁽⁹⁾	109,506	I⁽⁷⁾	By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾			1,730,303	⁽¹⁰⁾	11/30/2016	Common Stock, par value $.001	1,730,303	⁽⁹⁾	0	I⁽⁸⁾	By Luxor Capital Partners Offshore Master Fund, LP
Warrant (Right to Buy)⁽¹⁾⁽²⁾	$1.27	03/18/2016		J⁽⁹⁾		1,730,303		⁽¹⁰⁾	11/30/2017	Common Stock, par value $.001	1,730,303	⁽⁹⁾	1,730,303	I⁽⁸⁾	By Luxor Capital Partners Offshore Master Fund, LP
Secured Convertible Promissory Notes⁽¹⁾⁽²⁾	⁽³⁾	03/18/2016		J⁽³⁾			$1,950,975	⁽³⁾	⁽³⁾	Common Stock, par value $.001	⁽³⁾	⁽³⁾	0	I⁽⁴⁾	By Luxor Capital Partners, LP
Secured Convertible Promissory Notes⁽¹⁾⁽²⁾	⁽³⁾	03/18/2016		J⁽³⁾			$70,380	⁽³⁾	⁽³⁾	Common Stock, par value $.001	⁽³⁾	⁽³⁾	0	I⁽⁵⁾	By Separately Managed Account
Secured Convertible Promissory Notes⁽¹⁾⁽²⁾	⁽³⁾	03/18/2016		J⁽³⁾			$642,735	⁽³⁾	⁽³⁾	Common Stock, par value $.001	⁽³⁾	⁽³⁾	0	I⁽⁶⁾	By Luxor Wavefront, LP
Secured Convertible Promissory Notes⁽¹⁾⁽²⁾	⁽³⁾	03/18/2016		J⁽³⁾			$26,910	⁽³⁾	⁽³⁾	Common Stock, par value $.001	⁽³⁾	⁽³⁾	0	I⁽⁷⁾	By Thebes Offshore Master Fund, LP

1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LUXOR CAPITAL PARTNERS OFFSHORE LTD

(Last)

(First)

(Middle)

C/O M&C CORPORATE SVCS LTD

PO BOX 309 GT UGLAND HOUSE

(Street)

GEORGE TOWN

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Luxor Capital Partners, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Luxor Wavefront, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LUXOR SPECTRUM OFFSHORE LTD

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309 GT

(Street)

GEORGE TOWN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LCG HOLDINGS LLC

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thebes Offshore Master Fund, LP

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thebes Partners Offshore, Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

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 Spectrum, LLC ("Spectrum Onshore Fund"), Luxor Wavefront, LP ("Wavefront 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").

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. Securities acquired in connection with the Reporting Persons' conversion of Secured Convertible Promissory Notes, dated September 18, 2013 (the "Notes"), pursuant to an Amendment to the Notes that allowed the Reporting Persons to convert the Notes into shares of Common Stock at a rate of $0.035 per share.

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 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 securities 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 securities held in the Separately Managed Account.

6. Securities 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 securities 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 securities owned directly by Wavefront Fund.

7. 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.

8. 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.

9. The disclosed transaction is the result of an amendment to the expiration dates of certain outstanding Warrants as approved by the Issuer's Board of Directors. Prior to the amendment, the Warrants were set to expire on November 30, 2016. The Warrants are now set to expire on November 30, 2017. The terms and conditions of the Warrants remain the same in all other respects.

10. The Reporting Persons have agreed that the Warrants shall not be exercisable until at least September 18, 2016.

11. Securities 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 securities 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 securities 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 securities owned directly by Spectrum Master Fund.

12. Securities owned directly by Spectrum Onshore Fund. LCG Holdings, as the managing member of Spectrum Onshore Fund, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund.

	/s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP	03/22/2016
	** 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.

Thebes Offshore Master Fund Inactive Form 4Change in insider ownership