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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Budko Peter 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 Investment Officer
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/30/2014		J(2)		1,846,945(3)	A	$18.42(4)	3,119,983(1)(3)	D
Class A Common Stock								1,836,300(1)	I	See footnote(5)

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

Explanation of Responses:

1. The reporting person owns, directly and indirectly, an aggregate of 4,956,283 shares of Class A Common Stock.

2. 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.

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, the reporting person received (i) 1,846,945 shares of Class A Common Stock issued for the First Allied Contribution and (ii) 1,273,038 shares of Class A Common Stock, respectively, and now owns the shares directly. RCAP Holdings no longer holds any shares of Class A Common Stock directly.

4. 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.

5. As previously reported on its Form 4, the securities are held by RCAP Equity, LLC. RCAP Equity, LLC directly owns 11,200,000 shares of Class A Common Stock. The number above represents the reporting person's pro rata interest in RCAP Equity, LLC, of which the reporting person is a member. 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.

	/s/ Peter M. Budko	07/02/2014
	** Signature of Reporting Person	Date
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