X0306 5/A 2015-12-31 2016-02-16 0 0 1 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 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 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 Common stock, par value $0.01 2015-07-01 4 J 0 171545 D 12455145 I By Luxor Capital Partners, LP Common stock, par value $0.01 2015-07-01 4 J 0 171374 D 5467466 I By Luxor Capital Partners Offshore Master Fund, LP Common stock, par value $0.01 2015-07-01 4 J 0 342919 A 345519 I By Thebes Offshore Master Fund, LP 7% Convertible Notes due 2018 0.40 2015-07-01 4 J 0 26000 D 2013-09-18 2018-09-18 Common Stock, par value $.001 26000 1885000 I By Luxor Capital Partners, LP 7% Convertible Notes due 2018 0.40 2015-07-01 4 J 0 26000 A 2013-09-18 2018-09-18 Common Stock, par value $.001 26000 26000 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 1.74 2015-07-01 4 J 0 35080 D 2016-11-30 Common Stock, par value $.001 35080 1475295 I By Luxor Capital Partners Offshore Master Fund, LP Warrant (Right to Buy) 1.74 2015-07-01 4 J 0 35080 A 2016-11-30 Common Stock, par value $.001 35080 93367 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 1.85 2015-07-01 4 J 0 33624 D 2016-11-30 Common Stock, par value $.001 33624 1438000 I By Luxor Capital Partners, LP Warrant (Right to Buy) 1.85 2015-07-01 4 J 0 33624 A 2016-11-30 Common Stock, par value $.001 33624 0 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.30 2015-07-01 4 J 0 2306 D 2014-09-18 2019-09-18 Common Stock, par value $.001 2306 164907 I By Luxor Capital Partners, LP Warrant (Right to Buy) 0.30 2015-07-01 4 J 0 2306 A 2014-09-18 2019-09-18 Common Stock, par value $.001 2306 2306 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.50 2015-07-01 4 J 0 58615 D 2015-03-25 2020-03-25 Common Stock, par value $.001 58615 4191385 I By Luxor Capital Partners, LP Warrant (Right to Buy) 0.50 2015-07-01 4 J 0 58615 A 2015-03-25 2020-03-25 Common Stock, par value $.001 58615 58615 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.375 2015-07-01 4 J 0 20841 D 2017-06-01 Common Stock, par value $.001 20841 1490268 I By Luxor Capital Partners, LP Warrant (Right to Buy) 0.375 2015-07-01 4 J 0 20841 A 2017-06-01 Common Stock, par value $.001 20841 20841 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. Securities acquired in lieu of cash, at the option of the Reporting Persons, in connection with the semi-annual interest payment on the Issuer's Secured Convertible Promissory Notes, dated September 18, 2013, owned by the Reporting Persons. In lieu of cash, the Reporting Persons received Units, priced at $0.20 per Unit, consisting of one share of Common Stock and one-half Warrant. The reported securities are included within Units acquired by the Reporting Person at a purchase price of $0.3529 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The Warrants are currently exercisable. Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2016-02-17