X0206 3/A 2014-05-15 2014-05-19 0 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 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 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 Common stock, par value $0.01 90797 I By: Luxor Capital Partners, LP Common stock, par value $0.01 8274 I By: Separately Managed Account Common stock, par value $0.01 101015 I By: Luxor Capital Partners Offshore Master Fund, LP Common stock, par value $0.01 2499 I By: Luxor Spectrum Offshore Master Fund, LP Common stock, par value $0.01 23296 I By: Luxor Wavefront, LP Series A Convertible Preferred Stock Common stock, par value $0.01 42246 I By: Luxor Capital Partners, LP Series A Convertible Preferred Stock Common stock, par value $0.01 4891 I By: Separately Managed Account Series A Convertible Preferred Stock Common stock, par value $0.01 60648 I By: Luxor Capital Partners Offshore Master Fund, LP Series A Convertible Preferred Stock Common stock, par value $0.01 12214 I By: Luxor Wavefront, LP Notional Principal Amount Derivative Agreement 878.714 2020-03-20 Common stock, par value $0.01 1223 I See Explanation of Responses Notional Principal Amount Derivative Agreement 883.7625 2017-03-24 Common stock, par value $0.01 40642 I See Explanation of Responses Notional Principal Amount Derivative Agreement 928.6628 2015-03-06 Common stock, par value $0.01 2259 I See Explanation of Responses Notional Principal Amount Derivative Agreement 768.9727 2017-03-24 Common stock, par value $0.01 1657 I See Explanation of Responses Notional Principal Amount Derivative Agreement 878.7140 2020-03-20 Common stock, par value $0.01 1777 I See Explanation of Responses Notional Principal Amount Derivative Agreement 866.7046 2017-03-24 Common stock, par value $0.01 51916 I See Explanation of Responses Notional Principal Amount Derivative Agreement 827.4848 2015-11-16 Common stock, par value $0.01 12224 I See Explanation of Responses Notional Principal Amount Derivative Agreement 926.2813 2015-03-06 Common stock, par value $0.01 4666 I See Explanation of Responses Notional Principal Amount Derivative Agreement 769.3280 2017-03-24 Common stock, par value $0.01 4469 I See Explanation of Responses This Form 3 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 Wavefront, LP ("Wavefront 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 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 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 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 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. The Series A Preferred Stock is perpetual. 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. Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by each of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account. Each of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account have entered into Derivative Agreements representing an aggregate of 41,865, 9,135, 53,693, 12,224 and 3,916 shares of Common Stock, respectively. The Derivative Agreements provide the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account 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 them 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 Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2014-05-19