X0306 4 2015-10-07 0 0001568832 RCS Capital Corp RCAP 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001393021 Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001479129 Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001434200 LUXOR SPECTRUM OFFSHORE LTD C/O MAPLES CORPORATE SERVICES LTD P.O. BOX 309 GT GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001356913 LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN E9 00000 CAYMAN ISLANDS 0 0 1 0 0001649417 Thebes Offshore Master Fund, LP C/O MAPLES CORPORATE SERVICES LIMITED BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001609548 Thebes Partners Offshore, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 825324 A 4791737 I By Luxor Capital Partners, LP Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 1035971 A 1387461 I By Blue Sands LLC Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 77122 A 103288 I By Blue Sands B Inc. Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 218705 A 292908 I By Blue Sands C Inc. Class A common stock, par value $0.001 per share 2015-10-07 4 J 0 82878 A 110998 I By Blue Sands D Inc. Class A common stock, par value $0.001 per share 3766381 I By Luxor Capital Partners Offshore Master Fund, LP Class A common stock, par value $0.001 per share 84979 I By Luxor Spectrum Offshore Master Fund, LP Class A common stock, par value $0.001 per share 696376 I By Luxor Wavefront, LP Class A common stock, par value $0.001 per share 91667 I By Separately Managed Account Class A common stock, par value $0.001 per share 169607 I By Thebes Offshore Master Fund, LP 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 Spectrum Offshore, Ltd. ("Spectrum Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). 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 shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. Shares acquired in connection with the Issuer's agreement (the "Termination Agreement") with RCS Capital Management, LLC ("RCM"), pursuant to which each of the members of RCM, who are also members of RCAP Holdings, LLC, and certain of the Reporting Persons and their affiliates agreed to terminate the Amended and Restated Services Agreement under which RCM served as service provider to the Issuer. Pursuant to the Termination Agreement, certain of the Reporting Persons and their affiliates received an aggregate of 3,000,000 Shares having an aggregate value of $17.250 million (based on the value of $5.75 per share used to establish the number of Shares). On October 7, 2015, shareholder approval of the issuance of an aggregate of 2,240,000 Shares to certain of the Reporting Persons became effective. Shares 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 shares of Common Stock 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 shares of Common Stock owned directly by Onshore Fund. Shares owned directly by Blue Sands LLC ("Blue Sands"). Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"), holds an approximately 99% ownership interest in Blue Sands and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands. Shares owned directly by Blue Sands B Inc. ("Blue Sands B"). Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund") holds a 100% ownership interest in Blue Sands B and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands B. Shares owned directly by Blue Sands C Inc. ("Blue Sands C"). The Wavefront Fund holds a 100% ownership interest in Blue Sands C and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands C. Shares owned directly by Blue Sands D Inc. ("Blue Sands D"). An account separately managed by Luxor Capital Group (the "Separately Managed Account") holds a 100% ownership interest in Blue Sands D and, as such, may be deemed to have an economic interest in the Shares beneficially owned by Blue Sands D. Shares owned directly by Offshore Master Fund. Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Offshore Master Fund. Shares owned directly by Spectrum Master Fund. Spectrum Feeder Fund, as the owner of a controlling interest in Spectrum Master Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Spectrum Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Spectrum Master Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Spectrum 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 shares of Common Stock owned directly by Spectrum Master Fund. Shares 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 shares of Common Stock 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 shares of Common Stock owned directly by Wavefront Fund. Shares held the Separately Managed Account. Luxor Capital Group, as the investment manager of the Separately Managed Account, may be deemed to beneficially own the shares of Common Stock 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 shares of Common Stock held in the Separately Managed Account. Shares 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock owned directly by Thebes Master Fund. Norris Nissim, Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2015-10-09