0001140361-16-053527.txt : 20160216
0001140361-16-053527.hdr.sgml : 20160215
20160216215938
ACCESSION NUMBER: 0001140361-16-053527
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151231
FILED AS OF DATE: 20160216
DATE AS OF CHANGE: 20160216
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Searchlight Minerals Corp.
CENTRAL INDEX KEY: 0001084226
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 980232244
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: #120 - 2441 WEST HORIZON RIDGE PARKWAY
CITY: HENDERSON
STATE: NV
ZIP: 89052
BUSINESS PHONE: (702) 939-5247
MAIL ADDRESS:
STREET 1: #120 - 2441 WEST HORIZON RIDGE PARKWAY
CITY: HENDERSON
STATE: NV
ZIP: 89052
FORMER COMPANY:
FORMER CONFORMED NAME: PHAGE GENOMICS, INC
DATE OF NAME CHANGE: 20050516
FORMER COMPANY:
FORMER CONFORMED NAME: PHAGE GENOMICS INC
DATE OF NAME CHANGE: 20031231
FORMER COMPANY:
FORMER CONFORMED NAME: REGMA BIO TECHNOLOGIES LTD
DATE OF NAME CHANGE: 20020221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thebes Partners Offshore, Ltd.
CENTRAL INDEX KEY: 0001609548
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30995
FILM NUMBER: 161431494
BUSINESS ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (212) 763-8000
MAIL ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LUXOR CAPITAL PARTNERS OFFSHORE LTD
CENTRAL INDEX KEY: 0001356913
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30995
FILM NUMBER: 161431495
BUSINESS ADDRESS:
STREET 1: C/O M&C CORPORATE SVCS LTD
STREET 2: PO BOX 309 GT UGLAND HOUSE
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
BUSINESS PHONE: 2127638000
MAIL ADDRESS:
STREET 1: C/O M&C CORPORATE SVCS LTD
STREET 2: PO BOX 309 GT UGLAND HOUSE
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: LUXOR CAPITAL PARNTERS OFFSHORE LTD
DATE OF NAME CHANGE: 20060321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxor Capital Partners, LP
CENTRAL INDEX KEY: 0001393021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30995
FILM NUMBER: 161431496
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: (212) 763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LCG HOLDINGS LLC
CENTRAL INDEX KEY: 0001270742
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30995
FILM NUMBER: 161431497
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxor Capital Group, LP
CENTRAL INDEX KEY: 0001316580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30995
FILM NUMBER: 161431498
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
5
1
doc1.xml
FORM 5
X0306
5
2015-12-31
1
0
1
0001084226
Searchlight Minerals Corp.
SRCH
0001316580
Luxor Capital Group, LP
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001270742
LCG HOLDINGS LLC
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001393021
Luxor Capital Partners, 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
0001609548
Thebes Partners Offshore, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
BOX 309, UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
Common stock, par value $0.01
2015-07-01
4
J
0
171545
D
12455145
I
By Luxor Capital Partners, LP
Common stock, par value $0.01
2015-07-01
4
J
0
171374
D
5467466
I
By Luxor Capital Partners Offshore Master Fund, LP
Common stock, par value $0.01
2015-07-01
4
J
0
342919
A
345519
I
By Thebes Offshore Master Fund, LP
7% Convertible Notes due 2018
0.40
2015-07-01
4
J
0
26000
D
2013-09-18
2018-09-18
Common Stock, par value $.001
26000
1885000
I
By Luxor Capital Partners, LP
7% Convertible Notes due 2018
0.40
2015-07-01
4
J
0
26000
A
2013-09-18
2018-09-18
Common Stock, par value $.001
26000
26000
I
By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)
1.74
2015-07-01
4
J
0
35080
D
2016-11-30
Common Stock, par value $.001
35080
1475295
I
By Luxor Capital Partners Offshore Master Fund, LP
Warrant (Right to Buy)
1.74
2015-07-01
4
J
0
35080
A
2016-11-30
Common Stock, par value $.001
35080
93367
I
By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)
1.85
2015-07-01
4
J
0
33624
D
2016-11-30
Common Stock, par value $.001
33624
1438000
I
By Luxor Capital Partners, LP
Warrant (Right to Buy)
1.85
2015-07-01
4
J
0
33624
A
2016-11-30
Common Stock, par value $.001
33624
0
I
By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)
0.30
2015-07-01
4
J
0
2306
D
2014-09-18
2019-09-18
Common Stock, par value $.001
2306
164907
I
By Luxor Capital Partners, LP
Warrant (Right to Buy)
0.30
2015-07-01
4
J
0
2306
A
2014-09-18
2019-09-18
Common Stock, par value $.001
2306
2306
I
By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)
0.50
2015-07-01
4
J
0
58615
D
2015-03-25
2020-03-25
Common Stock, par value $.001
58615
4191385
I
By Luxor Capital Partners, LP
Warrant (Right to Buy)
0.50
2015-07-01
4
J
0
58615
A
2015-03-25
2020-03-25
Common Stock, par value $.001
58615
58615
I
By Thebes Offshore Master Fund, LP
Warrant (Right to Buy)
0.375
2015-07-01
4
J
0
20841
D
2017-06-01
Common Stock, par value $.001
20841
1490268
I
By Luxor Capital Partners, LP
Warrant (Right to Buy)
0.375
2015-07-01
4
J
0
20841
A
2017-06-01
Common Stock, par value $.001
20841
20841
I
By Thebes Offshore Master Fund, LP
This Form 5 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), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). Transactions reported herein do not include or reflect securities beneficially owned and previously disclosed on Forms 4.
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.
Reflects distributions in-kind and subsequent contributions of securities by limited partners of the Reporting Persons resulting in a change in form of beneficial ownership of securities previously reported.
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 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 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 acquired in lieu of cash, at the option of the Reporting Persons, in connection with the semi-annual interest payment on the Issuer's Secured Convertible Promissory Notes, dated September 18, 2013, owned by the Reporting Persons. In lieu of cash, the Reporting Persons received Units, priced at $0.20 per Unit, consisting of one share of Common Stock and one-half Warrant.
The reported securities are included within Units acquired by the Reporting Person at a purchase price of $0.3529 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock.
The Warrants are currently exercisable.
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP
2016-02-16