0001140361-15-037372.txt : 20151009 0001140361-15-037372.hdr.sgml : 20151009 20151009170613 ACCESSION NUMBER: 0001140361-15-037372 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151007 FILED AS OF DATE: 20151009 DATE AS OF CHANGE: 20151009 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RCS Capital Corp CENTRAL INDEX KEY: 0001568832 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 383894716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.415.6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thebes Partners Offshore, Ltd. CENTRAL INDEX KEY: 0001609548 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153873 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thebes Offshore Master Fund, LP CENTRAL INDEX KEY: 0001649417 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153874 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR SPECTRUM OFFSHORE LTD CENTRAL INDEX KEY: 0001434200 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153877 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 GT CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 GT CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Partners, LP CENTRAL INDEX KEY: 0001393021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153879 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR CAPITAL PARTNERS OFFSHORE LTD CENTRAL INDEX KEY: 0001356913 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153875 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 2127638000 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: LUXOR CAPITAL PARNTERS OFFSHORE LTD DATE OF NAME CHANGE: 20060321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153880 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LCG HOLDINGS LLC CENTRAL INDEX KEY: 0001270742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153876 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Wavefront, LP CENTRAL INDEX KEY: 0001479129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151153878 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 4 1 doc1.xml FORM 4 X0306 4 2015-10-07 0 0001568832 RCS Capital Corp RCAP 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001393021 Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001479129 Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001434200 LUXOR SPECTRUM OFFSHORE LTD C/O MAPLES CORPORATE SERVICES LTD P.O. BOX 309 GT GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001356913 LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN E9 00000 CAYMAN ISLANDS 0 0 1 0 0001649417 Thebes Offshore Master Fund, LP C/O MAPLES CORPORATE SERVICES LIMITED BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001609548 Thebes Partners Offshore, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 825324 A 4791737 I By Luxor Capital Partners, LP Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 1035971 A 1387461 I By Blue Sands LLC Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 77122 A 103288 I By Blue Sands B Inc. Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 218705 A 292908 I By Blue Sands C Inc. Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 82878 A 110998 I By Blue Sands D Inc. Class A common stock, par value $0.001 per share 3766381 I By Luxor Capital Partners Offshore Master Fund, LP Class A common stock, par value $0.001 per share 84979 I By Luxor Spectrum Offshore Master Fund, LP Class A common stock, par value $0.001 per share 696376 I By Luxor Wavefront, LP Class A common stock, par value $0.001 per share 91667 I By Separately Managed Account Class A common stock, par value $0.001 per share 169607 I By Thebes Offshore Master Fund, LP 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"), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). 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. Shares acquired in connection with the Issuer's agreement (the "Termination Agreement") with RCS Capital Management, LLC ("RCM"), pursuant to which each of the members of RCM, who are also members of RCAP Holdings, LLC, and certain of the Reporting Persons and their affiliates agreed to terminate the Amended and Restated Services Agreement under which RCM served as service provider to the Issuer. Pursuant to the Termination Agreement, certain of the Reporting Persons and their affiliates received an aggregate of 3,000,000 Shares having an aggregate value of $17.250 million (based on the value of $5.75 per share used to establish the number of Shares). On October 7, 2015, shareholder approval of the issuance of an aggregate of 2,240,000 Shares to certain of the Reporting Persons became effective. 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. Shares owned directly by Blue Sands LLC ("Blue Sands"). Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"), holds an approximately 99% ownership interest in Blue Sands and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands. Shares owned directly by Blue Sands B Inc. ("Blue Sands B"). Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund") holds a 100% ownership interest in Blue Sands B and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands B. Shares owned directly by Blue Sands C Inc. ("Blue Sands C"). The Wavefront Fund holds a 100% ownership interest in Blue Sands C and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands C. Shares owned directly by Blue Sands D Inc. ("Blue Sands D"). An account separately managed by Luxor Capital Group (the "Separately Managed Account") holds a 100% ownership interest in Blue Sands D and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands D. Shares owned directly by 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. Shares owned directly by 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. 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. Shares held 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. Shares 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Thebes Master Fund. Norris Nissim, Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2015-10-09