X0304 4 2011-09-16 0 0001084226 Searchlight Minerals Corp. SRCH 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001434201 LUXOR SPECTRUM 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 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 Common Stock 2011-09-16 4 P 0 249649 0.8673 A 4057861 D Common Stock 2011-09-16 4 P 0 45 1.13 A 4057906 D Common Stock 2011-09-16 4 P 0 310351 0.8673 A 1154939 I See Common Stock 2011-09-16 4 P 0 55 1.13 A 1154994 I See Common Stock 2011-09-19 4 P 0 367463 1.45 A 4425369 D Common Stock 2011-09-19 4 P 0 9738 1.189 A 4435107 D Common Stock 2011-09-19 4 P 0 7624 1.1937 A 4442731 D Common Stock 2011-09-19 4 P 0 32537 1.45 A 1187531 I See Common Stock 2011-09-19 4 P 0 862 1.189 A 1188393 I See Common Stock 2011-09-19 4 P 0 676 1.1937 A 1189069 I See Common Stock 2011-09-20 4 P 0 469720 1.1691 A 4912451 D Common Stock 2011-09-20 4 P 0 38447 1.1691 A 1227516 I See Reflects the securities of the issuer owned directly by Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"). The Offshore Master Fund also directly owns warrants which expire on November 12, 2012 ("2012 Warrants") exercisable for an additional 1,091,698 shares of common stock ("Shares"). Reflects the securities of the issuer held in accounts managed separately (the "Separately Managed Accounts") by Luxor Capital Group, LP ("Luxor Capital Group"). The Managed Accounts also hold 2012 Warrants exercisable for an additional 242,117 Shares. Luxor Capital Group acts as the investment manager of Luxor Capital Partners, LP (the "Onshore Fund"), Luxor Spectrum, LLC (the "Spectrum Onshore Fund"), Luxor Wavefront, LP (the "Wavefront Fund"), the Offshore Master Fund, Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"), Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund") and Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund") (collectively, the "Luxor Funds") and the Separately Managed Accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund and the managing member of the Spectrum Onshore Fund. Mr. Leone is the managing member of LCG Holdings. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. After the transactions reported herein, (a) the Onshore Fund directly owns 4,035,589 Shares, 2012 Warrants exercisable for an additional 2,451,628 Shares and warrants which expire on June 1, 2015 (the "2015 Warrants") exercisable for 1,511,109 Shares, (b) the Spectrum Onshore Fund directly owns 129,577 Shares and 2012 Warrants exercisable for an additional 24,536 Shares, (c) the Wavefront Fund directly owns 1,948,595 Shares and 2015 Warrants exercisable for an additional 488,891 Shares, and (d) the Spectrum Offshore Master Fund directly owns 1,139,334 Shares and 2012 Warrants exercisable for an additional 212,381 Shares. The issuer entered into a Common Stock Purchase Agreement dated December 22, 2010 with an investor. As a result of multiple issuances of Shares by the issuer under such agreement and due to anti-dilution provisions in the 2012 Warrants, the exercise price of the 2012 Warrants was reduced to $1.79 per share, and the number of Shares the 2012 Warrants are exercisable for were adjusted pursuant to the terms therein to the numbers described in this Form 4. Due to a termination of a management agreement with one of the Separately Managed Accounts, certain shares previously held in the Separately Managed Accounts prior to the transactions reported herein are no longer managed by Luxor Capital Group. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims beneficial ownership of the shares of common stock owned by the Luxor Funds and the Separately Managed Accounts, except to the extent of their or his pecuniary interest therein. Norris Nissim, General Counsel of Luxor Management, LLC, as General Partner of LUXOR CAPITAL GROUP, LP 2011-09-20