SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/24/2014

3. Issuer Name and Ticker or Trading Symbol
RCS Capital Corp [ RCAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	3,737,944⁽³⁾	I⁽⁴⁾	By: Luxor Capital Partners, LP
Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	292,247⁽⁵⁾	I⁽⁶⁾	By: Separately Managed Account
Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	3,884,436⁽⁷⁾	I⁽⁸⁾	By: Luxor Capital Partners Offshore Master Fund, LP
Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	270,924⁽⁹⁾	I⁽¹⁰⁾	By: Luxor Spectrum Offshore Master Fund, LP
Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	766,761⁽¹¹⁾	I⁽¹²⁾	By: Luxor Wavefront, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
7% Series C Convertible Preferred Stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	3,118,146⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$13	I⁽⁴⁾	By: Luxor Capital Partners, LP
7% Series C Convertible Preferred Stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	314,181⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$13	I⁽⁶⁾	By: Separately Managed Account
7% Series C Convertible Preferred Stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	3,913,642⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$13	I⁽⁸⁾	By: Luxor Capital Partners Offshore Master Fund, LP
7% Series C Convertible Preferred Stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	291,262⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$13	I⁽¹⁰⁾	By: Luxor Spectrum Offshore Master Fund, LP
7% Series C Convertible Preferred Stock⁽¹⁾⁽²⁾⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	824,308⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$13	I⁽¹²⁾	By: Luxor Wavefront, LP
5% convertible senior notes⁽¹⁾⁽²⁾⁽¹⁷⁾	⁽¹⁷⁾	⁽¹⁷⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	2,183,216⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁷⁾	I⁽⁴⁾	By: Luxor Capital Partners, LP
5% convertible senior notes⁽¹⁾⁽²⁾⁽¹⁷⁾	⁽¹⁷⁾	⁽¹⁷⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	219,891⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁷⁾	I⁽⁶⁾	By: Separately Managed Account
5% convertible senior notes⁽¹⁾⁽²⁾⁽¹⁷⁾	⁽¹⁷⁾	⁽¹⁷⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	2,739,090⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁷⁾	I⁽⁸⁾	By: Luxor Capital Partners Offshore Master Fund, LP
5% convertible senior notes⁽¹⁾⁽²⁾⁽¹⁷⁾	⁽¹⁷⁾	⁽¹⁷⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	203,899⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁷⁾	I⁽¹⁰⁾	By: Luxor Spectrum Offshore Master Fund, LP
5% convertible senior notes⁽¹⁾⁽²⁾⁽¹⁷⁾	⁽¹⁷⁾	⁽¹⁷⁾	Class A common stock, par value $0.001 per share⁽¹⁾⁽²⁾	576,900⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁷⁾	I⁽¹²⁾	By: Luxor Wavefront, LP

1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LUXOR CAPITAL PARTNERS OFFSHORE LTD

(Last)

(First)

(Middle)

C/O M&C CORPORATE SVCS LTD

PO BOX 309 GT UGLAND HOUSE

(Street)

GEORGE TOWN

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Luxor Capital Partners, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Luxor Wavefront, LP

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LUXOR SPECTRUM OFFSHORE LTD

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD

P.O. BOX 309 GT

(Street)

GEORGE TOWN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LCG HOLDINGS LLC

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS

29TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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").

2. 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.

3. Includes 752,502 shares of Common Stock to be issued to Onshore Fund 65 days following closing of the transactions contemplated by that certain Securities Purchase Agreement dated December 12, 2014 by and between the Issuer and certain of the Reporting Persons (the "Securities Purchase Agreement").

4. 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.

5. Includes 75,821 shares of Common Stock to be issued to the Separately Managed Account (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement.

6. 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.

7. Includes 944,480 shares of Common Stock to be issued to Offshore Master Fund (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement.

8. 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.

9. Includes 70,289 shares of Common Stock to be issued to Spectrum Master Fund (defined below) 65 days following closing of the transactions contemplated by the Securities Purchase Agreement.

10. 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.

11. Includes 198,930 shares of Common Stock to be issued to Wavefront Fund 65 days following closing of the transactions contemplated by the Securities Purchase Agreement.

12. 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.

13. Represents shares of 7% Series C Convertible Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series C Preferred Stock in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. Beginning December 12, 2022, the holder shall, at its option, have the right to require the Issuer to redeem the Series C Preferred Stock, in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof.

14. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 4.9% or less of the of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner), that, when taken together with the Common Stock otherwise held, collectively exceeds 4.9% of the Common Stock then outstanding, as applicable (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of shares of Common Stock resulting from such conversion) (the "4.9% Blocker"). The 4.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer.

15. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 9.9% or less but greater than 4.9% of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock, including Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner) that, when taken together with the Common Stock otherwise held, collectively exceeds 9.9% of the Common Stock then outstanding (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of Common Stock resulting from such conversion) (the 9.9% Blocker"). The 9.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer.

16. The securities have restrictions on conversion such that in no event shall any holder on his or its own, or with any of his or its affiliates, be allowed to accept Common Stock if it would result in such holder owning more than 24.9% of the Common Stock outstanding at the time of conversion, unless such conversion is approved by the Financial Industry Regulatory Authority, Inc.

17. Represents 5% convertible senior notes (the "Convertible Notes") which are convertible at the option of the holder, and to the extent permitted by certain of the Issuer's credit agreements and any refinancings thereof, into Common Stock, at a conversion rate equal to 49.3583 shares of Common Stock per $1,000 principal amount of Convertible Notes, or $20.26 per share, subject to adjustment pursuant to customary anti-dilution provisions.

Remarks:

	/s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP	12/29/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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