X0306 4 2015-08-19 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 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 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 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 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 3966413 I By Luxor Capital Partners, LP 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 Class A common stock, par value $0.001 per share 351490 I By Blue Sands LLC Class A common stock, par value $0.001 per share 26166 I By Blue Sands B Inc. Class A common stock, par value $0.001 per share 74203 I By Blue Sands C Inc. Class A common stock, par value $0.001 per share 28120 I By Blue Sands D Inc. 11% Series D-2 Convertible Preferred Stock 2015-08-19 4 J 0 278320 25.00 A Class A common stock, par value $0.001 per share 1391600 278320 I By Luxor Capital Partners, LP 11% Series D-2 Convertible Preferred Stock 2015-08-19 4 J 0 204360 25.00 A Class A common stock, par value $0.001 per share 1021800 204360 I By Luxor Capital Partners Offshore Master Fund, LP 11% Series D-2 Convertible Preferred Stock 2015-08-19 4 J 0 17320 25.00 A Class A common stock, par value $0.001 per share 86600 17320 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 securities reported herein except to the extent of his or its pecuniary interest therein. 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. 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. 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. 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. 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. 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. Securities owned directly by Blue Sands LLC ("Blue Sands"). 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 securities beneficially owned by Blue Sands. Securities owned directly by Blue Sands B Inc. ("Blue Sands B"). 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 securities beneficially owned by Blue Sands B. Securities owned directly by Blue Sands C Inc. ("Blue Sands C"). Wavefront Fund holds a 100% ownership interest in Blue Sands C and, as such, may be deemed to have an economic interest in the securities beneficially owned by Blue Sands C. Securities owned directly by Blue Sands D Inc. ("Blue Sands D"). 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 securities beneficially owned by Blue Sands D. Represents shares of 11% Series D-2 Convertible Preferred Stock ("Series D-2 Preferred Stock") issued to the Reporting Persons pursuant to the terms of an Investment Agreement dated August 6, 2015 between the Issuer and the Reporting Persons. The Series D-2 Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series D-2 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 D-2 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 holders of shares of Series D-2 Preferred Stock have the right, at their option at any time and from time to time, to convert some or all of their shares of Series D-2 Preferred Stock into the number of shares of Common Stock, obtained by dividing the aggregate liquidation preference of such shares plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of conversion by an initial conversion price of $5.00, which will be adjustable upon the occurrence of certain events and transactions to prevent dilution. The initial liquidation preference of shares of Series D-2 Preferred Stock is $25.00 per share. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date. The Series D-2 Preferred Stock has restrictions on conversion such that when a holder, together with its affiliates, then beneficially owns 4.9% or less 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 Series D-2 Preferred Stock has restrictions on conversion such that when a 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 Series D-2 Preferred Stock has 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. The Series D-2 Preferred Stock has restrictions on conversion such that in no event will a holder be allowed to accept Common Stock issuable upon conversion of the Series D-2 Preferred Stock until shareholder consent is obtained in accordance with New York Stock Exchange rules. /s/ Norris Nissim, Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2015-08-21