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^*

RCAP Holdings, LLC

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014

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	06/30/2014		J⁽¹⁾		11,264,929	A	$18.42⁽²⁾	19,116,428	D
Class A Common Stock	06/30/2014		J⁽³⁾		11,264,929	D	$18.42⁽²⁾	7,851,499	D
Class A Common Stock	06/30/2014		J⁽³⁾		7,764,543	D	⁽³⁾	86,596	D
Class A Common Stock	06/30/2014		J⁽⁴⁾⁽⁵⁾⁽⁶⁾		86,596	D	$23	0	D
Class B Common Stock								1	D

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. On June 30, 2014, pursuant to the terms of the Contribution Agreement, dated April 3, 2014, between RCS Capital Corporation (the "Company") and RCAP Holdings, LLC ("RCAP Holdings"), the Company completed the contribution by RCAP Holdings of all the issued and outstanding shares of common stock of First Allied Holdings Inc. ("First Allied") to the Company in return for the issuance of 11,264,929 shares of the Company's Class A Common Stock ("Class A Common Stock") to RCAP Holdings. The shares of Class A Common Stock were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended promulgated thereunder.

2. The number of shares of Class A Common Stock issued was determined based on a valuation of $207,500,000 for First Allied divided by $18.42 per share, the volume-weighted average price of the Class A Common Stock on January 15, 2014. The value of the shares of Class A common stock issued was $239,154,443, based on $21.23, the closing price per share of Class A Common Stock on June 30, 2014.

3. On June 30, 2014, RCAP Holdings subsequently distributed pro rata to the members of RCAP Holdings (i) 11,264,929 shares of Class A Common Stock issued in the First Allied contribution and (ii) 7,764,543 shares of Class A Common Stock previously held by RCAP Holdings. As a result of the transactions contemplated herein, RCAP Holdings no longer holds any shares of Class A Common Stock directly.

4. On September 25, 2013, in connection with the acquisition of First Allied, RCAP Holdings issued exchangeable promissory notes (the "First Allied Notes") in an aggregate principal amount of $26.0 million to the former owners of First Allied to pay a portion of the merger consideration. Holders of the First Allied Notes have the option, beginning on the later to occur of (i) 180 days following September 25, 2013 or (ii) the Company's initial public offering, to exchange their First Allied Notes for shares of Class A Common Stock at an exchange price of $23 per share. RCAP Holdings has the right to deliver cash in an amount equal to the then existing value of such shares of Class A Common Stock in lieu of such shares. Interest on the First Allied Notes, which mature on September 25, 2016, accrues at the annual rate of 5%.

5. On June 30, 2014, RCAP Holdings issued 86,596 shares of Class A Common Stock to the holders of the notes as a partial exchange of the First Allied Notes upon completion of the acquisition of First Allied.

6. RCAP Holdings' issuance of the First Allied Notes reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the RCAP Holdings' previously reported purchases of 8,000 shares of the Company's Class A Common Stock at prices ranging from $15.64 per share to $16.0993 per share on July 10, 2013, July 11, 2013 and August 7, 2013. RCAP Holdings has paid to the Company $1,269.20, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

	/s/ William M. Kahane, as Manager	07/02/2014
	** Signature of Reporting Person	Date
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