X0306 4 2018-09-18 0 0001084226 Searchlight Minerals Corp. SRCH 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 28TH 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 28TH FLOOR NEW YORK NY 10036 0 0 1 0 0001479129 Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK NY 10036 0 0 1 0 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK NY 10036 0 0 1 0 0001609547 Thebes Partners, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.001 2018-09-18 4 S 0 79342202 D 0 I By: Luxor Capital Partners, LP Common Stock, par value $0.001 2018-09-18 4 S 0 1114376 D 0 I By: Thebes Offshore Master Fund, LP Common Stock, par value $0.001 2018-09-18 4 P 0 80456578 A 101478288 I By: Luxor Wavefront, LP Common Stock, par value $0.001 2429155 I By: Separately Managed Account Common Stock, par value $0.001 37179695 I By: Luxor Capital Partners Offshore Master Fund, LP Warrant (Right to Buy) 0.3 2018-09-18 4 J 0 5950 D 2019-09-18 Common stock, par value $0.001 5950 0 I By: Separately Managed Account Warrant (Right to Buy) 0.3 2018-09-18 4 J 0 5633 A 2019-09-18 Common stock, par value $0.001 5633 5633 I By: Separately Managed Account Warrant (Right to Buy) 0.3 2018-09-18 4 J 0 317 A 2019-09-18 Common stock, par value $0.001 317 317 I By: LCG Holdings, LLC Warrant (Right to Buy) 0.5 2018-09-18 4 J 0 6800 D 2020-09-18 Common stock, par value $0.001 6800 0 I By: Separately Managed Account Warrant (Right to Buy) 0.5 2018-09-18 4 J 0 6438 A 2020-09-18 Common stock, par value $0.001 6438 6438 I By: Separately Managed Account Warrant (Right to Buy) 0.5 2018-09-18 4 J 0 362 A 2020-09-18 Common stock, par value $0.001 362 362 I By: LCG Holdings, LLC Warrant (Right to Buy) 0.3 2018-09-18 4 S 0 5633 D 2019-09-18 Common stock, par value $0.001 5633 0 I By: Separately Managed Account Warrant (Right to Buy) 0.3 2018-09-18 4 P 0 5633 A 2019-09-18 Common stock, par value $0.001 5633 7939 I By: Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.5 2018-09-18 4 S 0 6438 D 2020-09-18 Common stock, par value $0.001 6438 0 I By: Separately Managed Account Warrant (Right to Buy) 0.5 2018-09-18 4 P 0 6438 A 2020-09-18 Common stock, par value $0.001 6438 9038 I By: Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.3 2018-09-18 4 S 0 164907 D 2019-09-18 Common stock, par value $0.001 164907 0 I By: Luxor Capital Partners, LP Warrant (Right to Buy) 0.3 2018-09-18 4 P 0 164907 A 2019-09-18 Common stock, par value $0.001 164907 219244 I By: Luxor Wavefront, LP Warrant (Right to Buy) 0.5 2018-09-18 4 S 0 4191385 D 2020-03-25 Common stock, par value $0.001 4191385 0 I By: Luxor Capital Partners, LP Warrant (Right to Buy) 0.5 2018-09-18 4 P 0 4191385 A 2020-03-25 Common stock, par value $0.001 4191385 4191385 I By: Luxor Wavefront, LP Warrant (Right to Buy) 0.5 2018-09-18 4 S 0 188500 D 2020-09-18 Common stock, par value $0.001 188500 0 I By: Luxor Capital Partners, LP Warrant (Right to Buy) 0.5 2018-09-18 4 P 0 188500 A 2020-09-18 Common stock, par value $0.001 188500 250600 I By: Luxor Wavefront, LP Warrant (Right to Buy) 0.3 2018-09-18 4 S 0 7939 D 2019-09-18 Common stock, par value $0.001 7939 0 I By: Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.3 2018-09-18 4 P 0 7939 A 2019-09-18 Common stock, par value $0.001 7939 227183 I By: Luxor Wavefront, LP Warrant (Right to Buy) 0.5 2018-09-18 4 S 0 58615 D 2020-03-25 Common stock, par value $0.001 58615 0 I By: Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.5 2018-09-18 4 P 0 58615 A 2020-03-25 Common stock, par value $0.001 58615 4250000 I By: Luxor Wavefront, LP Warrant (Right to Buy) 0.5 2018-09-18 4 S 0 9038 D 2020-09-18 Common stock, par value $0.001 9038 0 I By: Thebes Offshore Master Fund, LP Warrant (Right to Buy) 0.5 2018-09-18 4 P 0 9038 A 2020-09-18 Common stock, par value $0.001 9038 259638 I By: Luxor Wavefront, 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 Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("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. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. 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 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 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 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. Represents in-kind distributions without consideration as follows: The Separately Managed Account (as defined below) is composed of a master investment vehicle, OC 19 Master Fund, L.P. - LCG ("OC 19 Master Fund"), and a feeder investment vehicle, OC 19 Offshore Fund, Ltd. - LCG ("OC 19 Feeder"). As of September 18, 2018, OC 19 Master Fund made a distribution in-kind, without consideration, to its partners, including a Section 16 exempt distribution to its general partner and a distribution to OC 19 Feeder, as the sole limited partner of OC 19 Master Fund. Immediately thereafter, the general partner of OC 19 Master Fund effected an in-kind distribution, without consideration, to its sole member, LCG Holdings, and OC 19 Feeder effected a sale as reflected in Table II of this Form 4. Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). As indicated above, the Separately Managed Account is composed of OC 19 Master Fund and OC 19 Feeder. OC 19 Feeder, as the owner of a controlling interest in OC 19 Master Fund, may be deemed to beneficially own the securities owned directly by OC 19 Master Fund. Luxor Capital Group, as the investment manager of the Separately Managed Account (composed of OC 19 Master Fund and OC 19 Feeder), 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 LCG Holdings. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by LCG Holdings. The numbers listed are based on the most recent information available to the Reporting Persons, but the Reporting Persons have been unable to secure more current information and such numbers do not reflect adjustments that should have been made to the Warrants as the result of additional issuances of Common Stock. As noted below, however, the Reporting Persons believe that each Warrant has a de minimis or no value. Represents transfer for de minimis consideration among the Reporting Persons as reflected in Table II of this Form 4. All Warrants are currently exercisable. /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2018-09-20