SEC FORM 4

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^*

SCHORSCH NICHOLAS S

(Last)

(First)

(Middle)

C/O AR CAPITAL, LLC

405 PARK AVE., 14TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2015

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/13/2015		A⁽¹⁾⁽²⁾⁽³⁾		760,000	A	⁽¹⁾⁽²⁾⁽³⁾	20,192,103⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On August 6, 2015, RCS Capital Corporation (the "Company") and RCS Capital Holdings, LLC ("RCS Holdings") entered into a Membership Interest Purchase Agreement with Apollo Management Holdings, L.P. pursuant to which the Company and RCS Holdings agreed to sell their wholesale distribution business (the "Transaction"), consisting of Realty Capital Securities, LLC, and certain related entities, for an aggregate purchase price of $25.0 million, payable in cash and subject to adjustment.

2. In connection with the Transaction, the Company and RCS Holdings have entered into an agreement (the "Termination Agreement") with RCS Capital Management, LLC ("RCM"), each of the members of RCM, who are also members of RCAP Holdings, and Luxor Capital Group LP pursuant to which RCM and its members have agreed to terminate the Company's services agreement (the "Services Agreement"), pursuant to which RCM serves as service provider to the Company and RCS Holdings, within five business days of the date of the Termination Agreement.

3. Pursuant to the Termination Agreement, the members of RCM received 2,340,636 shares of Class A common stock on August 13, 2015 as consideration for the termination of the Services Agreement. The reporting person is a member of RCM, and, as such, received 760,000 shares of Class A Common Stock of the Company.

4. Includes 7,118,947 shares previously reported as held by RCAP Equity, LLC, of which the reporting person is a member. Shares held by RCAP Equity, LLC were distributed pro rata to the reporting person and are now owned directly.

	/s/ Nicholas S. Schorsch	08/18/2015
	** 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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