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*
Luxor Capital Group, LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Searchlight Minerals Corp. [ SRCH ]
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)
09/18/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.001(1)(2) 09/18/2018 S 79,342,202 D (11) 0 I(3) By: Luxor Capital Partners, LP
Common Stock, par value $0.001(1)(2) 09/18/2018 S 1,114,376 D (11) 0 I(4) By: Thebes Offshore Master Fund, LP
Common Stock, par value $0.001(1)(2) 09/18/2018 P 80,456,578 A (11) 101,478,288 I(5) By: Luxor Wavefront, LP
Common Stock, par value $0.001(1)(2) 2,429,155 I(8) By: Separately Managed Account
Common Stock, par value $0.001(1)(2) 37,179,695 I(6) By: Luxor Capital Partners Offshore Master Fund, LP
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
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 J(7) 5,950(10) (12) 09/18/2019 Common stock, par value $0.001 5,950(10) (7) 0 I(8) By: Separately Managed Account(7)(8)
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 J(7) 5,633(10) (12) 09/18/2019 Common stock, par value $0.001 5,633(10) (7) 5,633(10) I(8) By: Separately Managed Account(7)(8)
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 J(7) 317(10) (12) 09/18/2019 Common stock, par value $0.001 317(10) (7) 317(10) I(9) By: LCG Holdings, LLC
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 J(7) 6,800(10) (12) 09/18/2020 Common stock, par value $0.001 6,800(10) (7) 0 I(8) By: Separately Managed Account(7)(8)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 J(7) 6,438(10) (12) 09/18/2020 Common stock, par value $0.001 6,438(10) (7) 6,438(10) I(8) By: Separately Managed Account(7)(8)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 J(7) 362(10) (12) 09/18/2020 Common stock, par value $0.001 362(10) (7) 362(10) I(9) By: LCG Holdings, LLC
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 S 5,633(10) (12) 09/18/2019 Common stock, par value $0.001 5,633(10) (11) 0 I(8) By: Separately Managed Account(7)(8)
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 P 5,633(10) (12) 09/18/2019 Common stock, par value $0.001 5,633(10) (11) 7,939(10) I(4) By: Thebes Offshore Master Fund, LP(4)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 S 6,438(10) (12) 09/18/2020 Common stock, par value $0.001 6,438(10) (11) 0 I(8) By: Separately Managed Account(7)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 P 6,438(10) (12) 09/18/2020 Common stock, par value $0.001 6,438(10) (11) 9,038(10) I(4) By: Thebes Offshore Master Fund, LP(4)
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 S 164,907(10) (12) 09/18/2019 Common stock, par value $0.001 164,907(10) (11) 0 I(3) By: Luxor Capital Partners, LP
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 P 164,907(10) (12) 09/18/2019 Common stock, par value $0.001 164,907(10) (11) 219,244(10) I(5) By: Luxor Wavefront, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 S 4,191,385(10) (12) 03/25/2020 Common stock, par value $0.001 4,191,385(10) (11) 0 I(3) By: Luxor Capital Partners, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 P 4,191,385(10) (12) 03/25/2020 Common stock, par value $0.001 4,191,385(10) (11) 4,191,385(10) I(5) By: Luxor Wavefront, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 S 188,500(10) (12) 09/18/2020 Common stock, par value $0.001 188,500(10) (11) 0 I(3) By: Luxor Capital Partners, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 P 188,500(10) (12) 09/18/2020 Common stock, par value $0.001 188,500(10) (11) 250,600(10) I(5) By: Luxor Wavefront, LP
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 S 7,939(10) (12) 09/18/2019 Common stock, par value $0.001 7,939(10) (11) 0 I(4) By: Thebes Offshore Master Fund, LP(4)
Warrant (Right to Buy)(1)(2) $0.3 09/18/2018 P 7,939(10) (12) 09/18/2019 Common stock, par value $0.001 7,939(10) (11) 227,183(10) I(5) By: Luxor Wavefront, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 S 58,615(10) (12) 03/25/2020 Common stock, par value $0.001 58,615(10) (11) 0 I(4) By: Thebes Offshore Master Fund, LP(4)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 P 58,615(10) (12) 03/25/2020 Common stock, par value $0.001 58,615(10) (11) 4,250,000(10) I(5) By: Luxor Wavefront, LP
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 S 9,038(10) (12) 09/18/2020 Common stock, par value $0.001 9,038(10) (11) 0 I(4) By: Thebes Offshore Master Fund, LP(4)
Warrant (Right to Buy)(1)(2) $0.5 09/18/2018 P 9,038(10) (12) 09/18/2020 Common stock, par value $0.001 9,038(10) (11) 259,638(10) I(5) By: Luxor Wavefront, LP
1. Name and Address of Reporting Person*
Luxor Capital Group, LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LUXOR CAPITAL PARTNERS OFFSHORE LTD

(Last) (First) (Middle)
C/O M&C CORPORATE SVCS LTD
PO BOX 309 GT UGLAND HOUSE

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Luxor Capital Partners, LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Luxor Wavefront, LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LCG HOLDINGS LLC

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thebes Partners, LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
28TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
3. Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
4. Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
5. Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
6. Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
7. Represents in-kind distributions without consideration as follows: The Separately Managed Account (as defined below) is composed of a master investment vehicle, OC 19 Master Fund, L.P. - LCG ("OC 19 Master Fund"), and a feeder investment vehicle, OC 19 Offshore Fund, Ltd. - LCG ("OC 19 Feeder"). As of September 18, 2018, OC 19 Master Fund made a distribution in-kind, without consideration, to its partners, including a Section 16 exempt distribution to its general partner and a distribution to OC 19 Feeder, as the sole limited partner of OC 19 Master Fund. Immediately thereafter, the general partner of OC 19 Master Fund effected an in-kind distribution, without consideration, to its sole member, LCG Holdings, and OC 19 Feeder effected a sale as reflected in Table II of this Form 4.
8. Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). As indicated above, the Separately Managed Account is composed of OC 19 Master Fund and OC 19 Feeder. OC 19 Feeder, as the owner of a controlling interest in OC 19 Master Fund, may be deemed to beneficially own the securities owned directly by OC 19 Master Fund. Luxor Capital Group, as the investment manager of the Separately Managed Account (composed of OC 19 Master Fund and OC 19 Feeder), may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
9. Securities owned directly by LCG Holdings. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by LCG Holdings.
10. The numbers listed are based on the most recent information available to the Reporting Persons, but the Reporting Persons have been unable to secure more current information and such numbers do not reflect adjustments that should have been made to the Warrants as the result of additional issuances of Common Stock. As noted below, however, the Reporting Persons believe that each Warrant has a de minimis or no value.
11. Represents transfer for de minimis consideration among the Reporting Persons as reflected in Table II of this Form 4.
12. All Warrants are currently exercisable.
/s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 09/20/2018
** 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).
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