SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dakos Andrew

(Last) (First) (Middle)
C/O EMERGENT CAPITAL, INC.
5355 TOWN CENTER ROAD, SUITE 701

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMERGENT CAPITAL, INC. [ EMGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/01/2017
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) purchase Common Stock $0.2(1) 07/28/2017 A 960,000(2) (3) 07/28/2025 Common Stock 960,000(2) $0.00(4) 960,000 I See footnote(5)
Warrants (right to buy) purchase Common Stock $0.2(1) 07/28/2017 A 640,000(2) (3) 07/28/2025 Common Stock 640,000(2) $0.00(4) 640,000 I See footnote(6)
Explanation of Responses:
1. Subject to adjustment in accordance with Article 3 of the warrants.
2. The number of warrants acquired was miscalculated on the original Form 4.
3. The warrants will vest at later times based on the conversion of the issuer's outstanding senior unsecured convertible notes outstanding as of July 28, 2017 (the "Outstanding Convertible Notes") into shares of the issuer's common stock on a 1 to 1 basis; provided that upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of the issuer's common stock, or (y) all of the Outstanding Convertible Notes are no longer outstanding, then all remaining shares of the issuer's common stock under the warrants shall vest and become immediately exercisable.
4. At the election of Emergent Capital, Inc., these securities were issued for no consideration in connection with the closing of certain recapitalization transactions.
5. The securities are held by certain private investment funds. Bulldog Investors, LLC ("BI") has sole voting and investment power with respect to such securities. The reporting person is a principal of BI and of the general partners of each of such investment fund, and is a limited partner in certain such funds. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. These totals do not include securities that are owned by certain clients of BI since the reporting person has no pecuniary interest therein. The warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.
6. The securities are held by various entities and individuals. BI or certain of its principals has voting and investment power with respect to such securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.
Remarks:
Andrew Dakos 08/11/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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