X0306 5 2015-12-31 0 0 1 0001555074 Altisource Asset Management Corp AAMC 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001270742 LCG HOLDINGS LLC 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 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 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 Common Stock, $0.0001 par value 2015-07-01 4 J 0 2031 D 0 I By Luxor Capital Partners, LP Common Stock, $0.0001 par value 2015-07-01 4 J 0 4112 D 131200 I By Luxor Capital Partners Offshore Master Fund, LP Common Stock, $0.0001 par value 2015-07-01 4 J 0 6143 A 6143 I By Thebes Offshore Master Fund, LP Notional Principal Amount Derivative Agreement 2015-07-01 4 J 0 561 D 2017-03-29 Common Stock, $0.0001 par value 561 0 I By Luxor Capital Partners, LP Notional Principal Amount Derivative Agreement 2015-07-01 4 J 0 1578 D 2017-03-29 Common Stock, $0.0001 par value 1578 50338 I By Luxor Capital Partners Offshore Master Fund, LP Notional Principal Amount Derivative Agreement 2015-07-01 4 J 0 2139 A 2017-03-29 Common Stock, $0.0001 par value 2139 2139 I By Thebes Offshore Master Fund, LP Notional Principal Amount Derivative Agreement 878.7140 2015-07-01 4 J 0 17 D 2020-03-25 Common Stock, $0.0001 par value 17 0 I By Luxor Capital Partners, LP Notional Principal Amount Derivative Agreement 878.7140 2015-07-01 4 J 0 54 D 2020-03-25 Common Stock, $0.0001 par value 54 1723 I By Luxor Capital Partners Offshore Master Fund, LP Notional Principal Amount Derivative Agreement 878.7140 2015-07-01 4 J 0 71 A 2020-03-25 Common Stock, $0.0001 par value 71 71 I By Thebes Offshore Master Fund, LP Series A Convertible Preferred Stock 2015-07-01 4 J 0 728 D Common Stock, $0.0001 par value 0 52080 I By Luxor Capital Partners, LP Series A Convertible Preferred Stock 2015-07-01 4 J 0 2304 D Common Stock, $0.0001 par value 0 73506 I By Luxor Capital Partners Offshore Master Fund, LP Series A Convertible Preferred Stock 2015-07-01 4 J 0 3032 A Common Stock, $0.0001 par value 0 3032 I By Thebes Offshore Master Fund, LP This Form 5 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), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). Transactions reported herein do not include or reflect securities beneficially owned and previously disclosed on Forms 4. 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. Reflects distributions in-kind and subsequent contributions of securities by limited partners of the Reporting Persons resulting in a change in form of beneficial ownership of securities previously reported. 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 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. Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps. The strike prices of the Derivative Agreements range in price from $765.0479 to $1,033.4556. The Derivative Agreements provide the holders with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide such holder with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Each of the holders of the Derivative Agreements disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. The holders of Series A Preferred Stock shall have the right, at their option, to require the Issuer to convert some or all of their Series A Preferred Shares into the number of fully paid and non-assessable shares of Common Stock obtained by dividing the aggregate Liquidation Preference of such specified Series A Preferred Stock by the Conversion Price then in effect. The Series A Preferred Stock is perpetual. /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2016-02-16