X0206 3 2014-12-24 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 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 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 Class A common stock, par value $0.001 per share 3737944 I By: Luxor Capital Partners, LP Class A common stock, par value $0.001 per share 292247 I By: Separately Managed Account Class A common stock, par value $0.001 per share 3884436 I By: Luxor Capital Partners Offshore Master Fund, LP Class A common stock, par value $0.001 per share 270924 I By: Luxor Spectrum Offshore Master Fund, LP Class A common stock, par value $0.001 per share 766761 I By: Luxor Wavefront, LP 7% Series C Convertible Preferred Stock 13.00 Class A common stock, par value $0.001 per share 3118146 I By: Luxor Capital Partners, LP 7% Series C Convertible Preferred Stock 13.00 Class A common stock, par value $0.001 per share 314181 I By: Separately Managed Account 7% Series C Convertible Preferred Stock 13.00 Class A common stock, par value $0.001 per share 3913642 I By: Luxor Capital Partners Offshore Master Fund, LP 7% Series C Convertible Preferred Stock 13.00 Class A common stock, par value $0.001 per share 291262 I By: Luxor Spectrum Offshore Master Fund, LP 7% Series C Convertible Preferred Stock 13.00 Class A common stock, par value $0.001 per share 824308 I By: Luxor Wavefront, LP 5% convertible senior notes Class A common stock, par value $0.001 per share 2183216 I By: Luxor Capital Partners, LP 5% convertible senior notes Class A common stock, par value $0.001 per share 219891 I By: Separately Managed Account 5% convertible senior notes Class A common stock, par value $0.001 per share 2739090 I By: Luxor Capital Partners Offshore Master Fund, LP 5% convertible senior notes Class A common stock, par value $0.001 per share 203899 I By: Luxor Spectrum Offshore Master Fund, LP 5% convertible senior notes Class A common stock, par value $0.001 per share 576900 I By: Luxor Wavefront, LP This Form 3 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"), 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 securities reported herein except to the extent of his or its pecuniary interest therein. Includes 752,502 shares of Common Stock to be issued to Onshore Fund 65 days following closing of the transactions contemplated by that certain Securities Purchase Agreement dated December 12, 2014 by and between the Issuer and certain of the Reporting Persons (the "Securities Purchase Agreement"). 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. Includes 75,821 shares of Common Stock to be issued to the Separately Managed Account (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement. Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). Luxor Capital Group, as the investment manager of the Separately Managed Account, 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. Includes 944,480 shares of Common Stock to be issued to Offshore Master Fund (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement. 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. Includes 70,289 shares of Common Stock to be issued to Spectrum Master Fund (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement. Securities owned directly by Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund"). Spectrum Feeder Fund, as the owner of a controlling interest in Spectrum Master Fund, may be deemed to beneficially own the securities 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 securities 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 securities owned directly by Spectrum Master Fund. Includes 198,930 shares of Common Stock to be issued to Wavefront Fund 65 days following closing of the transactions contemplated by the Securities Purchase Agreement. 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. Represents shares of 7% Series C Convertible Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series C Preferred Stock in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. Beginning December 12, 2022, the holder shall, at its option, have the right to require the Issuer to redeem the Series C Preferred Stock, in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 4.9% or less of the of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner), that, when taken together with the Common Stock otherwise held, collectively exceeds 4.9% of the Common Stock then outstanding, as applicable (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of shares of Common Stock resulting from such conversion) (the "4.9% Blocker"). The 4.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 9.9% or less but greater than 4.9% of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock, including Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner) that, when taken together with the Common Stock otherwise held, collectively exceeds 9.9% of the Common Stock then outstanding (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of Common Stock resulting from such conversion) (the 9.9% Blocker"). The 9.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer. The securities have restrictions on conversion such that in no event shall any holder on his or its own, or with any of his or its affiliates, be allowed to accept Common Stock if it would result in such holder owning more than 24.9% of the Common Stock outstanding at the time of conversion, unless such conversion is approved by the Financial Industry Regulatory Authority, Inc. Represents 5% convertible senior notes (the "Convertible Notes") which are convertible at the option of the holder, and to the extent permitted by certain of the Issuer's credit agreements and any refinancings thereof, into Common Stock, at a conversion rate equal to 49.3583 shares of Common Stock per $1,000 principal amount of Convertible Notes, or $20.26 per share, subject to adjustment pursuant to customary anti-dilution provisions. /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2014-12-29