SEC FORM 4

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^*

SCHORSCH NICHOLAS S

(Last)

(First)

(Middle)

C/O RCS CAPITAL CORPORATION

405 PARK AVE., 15TH FLOOR

(Street)

NEW YORK

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)
06/10/2014

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)
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)
Class A Common Stock	06/10/2014		S⁽¹⁾		5,000,000	D	$19.035⁽¹⁾	7,851,499	I	See footnote⁽²⁾
Class A Common Stock								11,200,000	I	See footnote⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. In connection with the secondary offering (the "Secondary Offering") of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of RCS Capital Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement and final prospectus supplement, each dated June 5, 2014, RCAP Holdings, LLC, as a selling stockholder, sold 5,000,000 shares of Class A Common Stock of the Company. The price reported represents the $20.25 secondary public offering price per share of Common Stock, less the underwriting discount of $1.215 per share of Common Stock. The Secondary Offering closed on June 10, 2014.

2. The securities are held by RCAP Holdings, LLC. Control of RCAP Holdings, LLC is exclusively vested in Messrs. Nicholas S. Schorsch and William M. Kahane, who are managing members of RCAP Holdings, LLC. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.

3. The securities are held by RCAP Equity, LLC, a manager managed Delaware limited liability company. Control of RCAP Equity, LLC is exclusively vested in Messrs. Nicholas S. Schorsch and William M. Kahane, who are managing members of RCAP Equity, LLC. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.

4. On April 28, 2014, RCAP Holdings, LLC transferred 11,200,000 shares of Class A Common Stock previously held by RCAP Holdings, LLC to RCAP Equity, LLC. Control of both RCAP Equity, LLC and RCAP Holdings, LLC is exclusively vested in Messrs. Nicolas S. Schorsch and William M. Kahane, each of whom are managing members of RCAP Equity, LLC and RCAP Holdings, LLC. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.

	/s/ Nicholas S. Schorsch	06/19/2014
	** Signature of Reporting Person	Date
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