0001144204-15-066582.txt : 20151117 0001144204-15-066582.hdr.sgml : 20151117 20151117215018 ACCESSION NUMBER: 0001144204-15-066582 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151109 FILED AS OF DATE: 20151117 DATE AS OF CHANGE: 20151117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RCS Capital Corp CENTRAL INDEX KEY: 0001568832 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 383894716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.415.6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHANE WILLIAM M CENTRAL INDEX KEY: 0001189690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151239531 MAIL ADDRESS: STREET 1: AMERICAN REALTY CAPITAL STREET 2: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v425081_4.xml OWNERSHIP DOCUMENT X0306 4 2015-11-09 0 0001568832 RCS Capital Corp RCAP 0001189690 KAHANE WILLIAM M C/O AR CAPITAL, LLC 405 PARK AVE., 14TH FLOOR NEW YORK NY 10022 0 0 1 0 Series D-1 Convertible Preferred Stock 2015-11-09 4 J 0 1000000 A Common Stock 5000000 1000000 I By AR Capital, LLC On November 9, 2015, pursuant to a termination agreement and release, AR Capital, LLC ("ARC") purchased from Apollo Principal Holdings I, L.P. ("APH I") 1,000,000 shares of 11% Series D-1 Convertible Preferred Stock (the "Series D-1 Preferred Stock") of the issuer for a purchase price of $25,666,845. Mr. Kahane is a managing member of ARC. The holders of shares of Series D-1 Preferred Stock have the right, at their option at any time and from time to time, to convert some or all of their shares of Series D-1 Preferred Stock into the number of shares of the issuer's Class A Common Stock obtained by dividing the aggregate liquidation preference of such shares plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of conversion by an initial conversion price of $5.00, which will be adjustable upon the occurrence of certain events and transactions to prevent dilution. /s/ William M. Kahane 2015-11-17