X0306 4/A 2016-03-18 2016-03-22 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 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 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 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 Common Stock, par value $.001 2016-03-18 4 J 0 55742143 A 68197288 I By Luxor Capital Partners, LP Common Stock, par value $.001 2016-03-18 4 J 0 2010857 A 2868437 I By Separately Managed Account Common Stock, par value $.001 2016-03-18 4 J 0 18363857 A 21021710 I By Luxor Wavefront, LP Common Stock, par value $.001 2016-03-18 4 J 0 768857 A 1114376 I By Thebes Offshore Master Fund, LP Common Stock, par value $.001 2016-03-18 4 P 0 11144914 0.0350 A 79342202 I By Luxor Capital Partners, LP Common Stock, par value $.001 2016-03-18 4 P 0 31712229 0.0350 A 37179695 I By Luxor Capital Partners Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 247706 D 2016-11-30 Common Stock, par value $.001 247706 0 I By Luxor Spectrum Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 247706 A 2017-11-30 Common Stock, par value $.001 247706 247706 I By Luxor Spectrum Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 28618 D 2016-11-30 Common Stock, par value $.001 28618 0 I By Luxor Spectrum, LLC Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 28618 A 2017-11-30 Common Stock, par value $.001 28618 28618 I By Luxor Spectrum, LLC Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 3275074 D 2016-11-30 Common Stock, par value $.001 3275074 0 I By Luxor Capital Partners, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 3275074 A 2017-11-30 Common Stock, par value $.001 3275074 3275074 I By Luxor Capital Partners, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 109506 D 2016-11-30 Common Stock, par value $.001 109506 0 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 109506 A 2017-11-30 Common Stock, par value $.001 109506 109506 I By Thebes Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 1730303 D 2016-11-30 Common Stock, par value $.001 1730303 0 I By Luxor Capital Partners Offshore Master Fund, LP Warrant (Right to Buy) 1.27 2016-03-18 4 J 0 1730303 A 2017-11-30 Common Stock, par value $.001 1730303 1730303 I By Luxor Capital Partners Offshore Master Fund, LP Secured Convertible Promissory Notes 2016-03-18 4 J 0 1950975 D Common Stock, par value $.001 0 I By Luxor Capital Partners, LP Secured Convertible Promissory Notes 2016-03-18 4 J 0 70380 D Common Stock, par value $.001 0 I By Separately Managed Account Secured Convertible Promissory Notes 2016-03-18 4 J 0 642735 D Common Stock, par value $.001 0 I By Luxor Wavefront, LP Secured Convertible Promissory Notes 2016-03-18 4 J 0 26910 D Common Stock, par value $.001 0 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 Spectrum, LLC ("Spectrum Onshore 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 acquired in connection with the Reporting Persons' conversion of Secured Convertible Promissory Notes, dated September 18, 2013 (the "Notes"), pursuant to an Amendment to the Notes that allowed the Reporting Persons to convert the Notes into shares of Common Stock at a rate of $0.035 per share. 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 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 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 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 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. The disclosed transaction is the result of an amendment to the expiration dates of certain outstanding Warrants as approved by the Issuer's Board of Directors. Prior to the amendment, the Warrants were set to expire on November 30, 2016. The Warrants are now set to expire on November 30, 2017. The terms and conditions of the Warrants remain the same in all other respects. The Reporting Persons have agreed that the Warrants shall not be exercisable until at least September 18, 2016. 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 Spectrum Onshore Fund. LCG Holdings, as the managing member of Spectrum Onshore Fund, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund. /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2016-05-05