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., 14TH 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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2014
	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	12/31/2014		M(1)(2)(3)		50,995	A	(1)(2)(3)	5,007,278(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(4)	$0	12/31/2014		M			50,995	(1)(2)(3)(4)	(1)(2)(3)(4)	Class A Common Stock	50,995	(1)(2)(3)(4)	0	D

Explanation of Responses:

1. On December 31, 2014, RCS Capital Corporation (the "Issuer"), RCS Capital Management, LLC ("RCS Management"), the Company's external service provider, and RCS Holdings, LLC ("Holdings"), entered into an amendment ("Amendment No. 2") to the Amended and Restated 2013 Manager Multi-Year Outperformance Agreement dated February 11, 2014 (the "OPP Agreement") pursuant to which RCS Management was granted LTIP Units (as defined in the OPP Agreement) in Holdings. On April 28, 2014, RCS Management earned 310,947 LTIP Units ("Earned LTIP Units"), which were then distributed pro rata to its members at the time of such distribution pro rata in accordance with their respective percentage interests in RCS Management. Amendment No. 2 provided for the early vesting of the Earned LTIP Units such that all of the Earned LTIP Units became fully vested on December 31, 2014.

2. Under the OPP Agreement and the Limited Liability Company Agreement of Holdings, LTIP Units automatically convert, upon vesting and after achieving economic equivalence with Class A Units (as defined in the OPP Agreement) in Holdings (which had previously been achieved), into Class C Units (as defined in the OPP Agreement) in Holdings on a one-for-one basis. A holder of Class C Units may elect to convert its Class C Units, on a one-for-one basis, into shares of Class A Common Stock of the Issuer, or, at the option of the Company, a cash equivalent.

3. Pursuant to a Redemption and Exchange Agreement entered into December 31, 2014 (the "Redemption Agreement"), each of the members of RCS Management holding Earned LTIP Units ("Members") converted their Class C Units into shares of Class A Common Stock of the Issuer and all applicable notice and delivery waiting period requirements were waived. Accordingly, 310,947 shares of Class A Common Stock of the Issuer were issued pro rata to the Member at the time of distribution on December 31, 2014. The reporting person is a Member.

4. As described above, on December 31, 2014, the LTIP Units automatically converted into Class C Units in Holdings on a one-for-one basis, which Class C Units were then subsequently converted into shares of Class A Common Stock of the Issuer on a one-for-one basis pursuant to the Redemption Agreement.

5. Includes 1,836,300 shares previously reported as held by RCAP Equity, LLC, of which the reporting person is a member. Shares held by RCAP Equity, LLC were distributed pro rata to the reporting person and are now owned directly.

	/s/ Peter M. Budko	01/05/2015
	** Signature of Reporting Person	Date
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