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*
KAHANE WILLIAM M
(Last) (First) (Middle)
C/O RCS CAPITAL CORPORATION
405 PARK AVE., 15TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RCS Capital Corp [ RCAP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2013
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 06/06/2013 J 100 D (1) 0 I See Footnote(1)(2)
Class B Common Stock 06/06/2013 J 24,000,000 A (1) 24,000,000 I See Footnote(1)(2)
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
Operating Subsidiaries Units (3) 06/06/2013 J 0 (3) (3) Class A Common Stock 24,000,000 (4) 24,000,000 I See Footnote(2)(3)(4)
Explanation of Responses:
1. Pursuant to Section 4.01 of the Amended and Restated Certificate of Incorporation of RCS Capital Corporation ("RCAP"), each share of RCAP's common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding immediately prior to the occurrence of the reclassification and conversion described herein on June 6, 2013 (the "Effective Time") was automatically reclassified as and converted into 240,000 fully paid and non-assessable shares of RCAP's Class B common stock, par value $0.001 per share (the "Class B Common Stock"). In accordance therewith, 100 shares of the Common Stock owned by RCAP Holdings, LLC ("Parent") were automatically reclassified as and converted into 24,000,000 shares of the Class B Common Stock at the Effective Time.
2. The reporting person directly or indirectly owns equity interest in Parent. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
3. An "Operating Subsidiaries Unit" refers to a unit consisting of one Class B unit ("Class B Units") of each of Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC (together, the "Operating Subsidiaries"). Pursuant to the Exchange Agreement, dated June 10, 2013, between Parent and RCAP (the "Exchange Agreement"), Parent has the right, from time to time, to exchange its Operating Subsidiaries Units for shares of RCAP's Class A common stock, par value $0.001 per share (the "Class A Common Stock") on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. When an Operating Subsidiaries Unit is exchanged for a share of Class A Common Stock under the Exchange Agreement, the corresponding share of Class B Common Stock will be cancelled.
4. Pursuant to (i) the Second Amended and Restated Limited Liability Company Agreement of Realty Capital Securities, (ii) the Amended and Restated Limited Liability Company Agreement of RCS Advisory, and (iii) the Amended and Restated Limited Liability Company Agreement of ANST, each dated June 10, 2013, each respective Operating Subsidiary issued to Parent 24,000,000 of its Class B Units.
/s/ William M. Kahane 06/10/2013
** 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.