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)
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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. Date of Earliest Transaction
(Month/Day/Year) 02/24/2010 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 02/24/2010 | P | 10,579 | A | $1.5842 | 72,796 | D(1)(3)(4)(5)(6) | |||
Common Stock | 02/25/2010 | P | 5,119 | A | $1.5835 | 77,915 | D(1)(3)(4)(5)(6) | |||
Common Stock | 02/26/2010 | P | 7,020 | A | $1.5958 | 84,935 | D(1)(3)(4)(5)(6) | |||
Common Stock | 02/24/2010 | P | 92,834 | A | $1.5842 | 639,750 | D(2)(3)(4)(5)(6) | |||
Common Stock | 02/25/2010 | P | 45,001 | A | $1.5835 | 684,751 | D(2)(3)(4)(5)(6) | |||
Common Stock | 02/26/2010 | P | 61,480 | A | $1.5958 | 746,231 | D(2)(3)(4)(5)(6) |
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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects the securities owned directly by Luxor Spectrum, LLC (the "Spectrum Onshore Fund"). The Spectrum Onshore Fund also directly owns warrants which expire on November 12, 2012 ("2012 Warrants") exercisable for an additional 24,400 shares of common stock ("Shares"). |
2. Reflects the securities owned directly Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund"). The Spectrum Offshore Master Fund also directly owns 2012 Warrants exercisable for an additional 211,200 Shares. |
3. Luxor Capital Group, LP ("Luxor Capital Group") acts as the investment manager of the Luxor Capital Partners, LP (the "Onshore Fund"), the Spectrum Onshore Fund, Luxor Wavefront, LP (the "Wavefront Fund"), Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"), Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"), the Spectrum Offshore Master Fund and Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund") (collectively, the "Luxor Funds") and an account managed separately (the "Separately Managed Account") by Luxor Capital Group. |
4. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund and the managing member of the Spectrum Onshore Fund. Mr. Leone is the managing member of LCG Holdings. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. |
5. After the transactions reported herein, (a) the Onshore Fund directly owns 4,035,589 Shares, 2012 Warrants exercisable for an additional 2,438,000 Shares and warrants which expire on June 1, 2015 (the "2015 Warrants") exercisable for 1,511,109 Shares, (b) the Wavefront Fund directly owns 1,948,595 Shares and 2015 Warrants exercisable for an additional 488,891 Shares, (c) the Offshore Master Fund directly owns 4,652,800 Shares and 2012 Warrants exercisable for an additional 1,326,400 Shares, and (d) the Separately Managed Account holds 219,266 Shares. |
6. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds and the Separately Managed Account. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims ownership of the shares of common stock owned by the Luxor Funds and the Separately Managed Account, except to the extent of their or his pecuniary interest therein. |
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 02/26/2010 | |
** 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. |