0001140361-15-043731.txt : 20151204
0001140361-15-043731.hdr.sgml : 20151204
20151204185204
ACCESSION NUMBER: 0001140361-15-043731
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151202
FILED AS OF DATE: 20151204
DATE AS OF CHANGE: 20151204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AR CAPITAL ACQUISITION
CENTRAL INDEX KEY: 0001615892
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 471434549
BUSINESS ADDRESS:
STREET 1: 405 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2124156500
MAIL ADDRESS:
STREET 1: 405 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271047
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: Thebes Offshore Master Fund, LP
CENTRAL INDEX KEY: 0001649417
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271048
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, LP
CENTRAL INDEX KEY: 0001393021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271050
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271051
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271052
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 PARTNERS OFFSHORE LTD
CENTRAL INDEX KEY: 0001356913
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36669
FILM NUMBER: 151271049
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
4
1
doc1.xml
FORM 4
X0306
4
2015-12-02
1
0001615892
AR CAPITAL ACQUISITION
AUMAU
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
0001649417
Thebes Offshore Master Fund, LP
C/O MAPLES CORPORATE SERVICES LIMITED
BOX 309, UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
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, $0.0001 par value
2015-12-02
4
S
0
1463112
9.7801
D
379897
I
By Luxor Capital Partners, LP
Common Stock, $0.0001 par value
2015-12-02
4
S
0
379897
9.7500
D
0
I
By Luxor Capital Partners, LP
Common Stock, $0.0001 par value
2015-12-02
4
S
0
1640492
9.7801
D
425953
I
By Luxor Capital Partners Offshore Master Fund, LP
Common Stock, $0.0001 par value
2015-12-02
4
S
0
425953
9.7500
D
0
I
By Luxor Capital Partners Offshore Master Fund, LP
Common Stock, $0.0001 par value
2015-12-02
4
S
0
64896
9.7801
D
16850
I
By Thebes Offshore Master Fund, LP
Common Stock, $0.0001 par value
2015-12-02
4
S
0
16850
9.7500
D
0
I
By Thebes Offshore Master Fund, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
731556
D
Common Stock, $0.0001 par value
731556
189948
I
By Luxor Capital Partners, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
189948
D
Common Stock, $0.0001 par value
189948
0
I
By Luxor Capital Partners, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
820246
D
Common Stock, $0.0001 par value
820246
212976
I
By Luxor Capital Partners Offshore Master Fund, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
212976
D
Common Stock, $0.0001 par value
212976
0
I
By Luxor Capital Partners Offshore Master Fund, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
32448
D
Common Stock, $0.0001 par value
32448
8425
I
By Thebes Offshore Master Fund, LP
Warrants (right to buy)
11.50
2015-12-02
4
S
0
8425
D
Common Stock, $0.0001 par value
8425
0
I
By Thebes Offshore Master Fund, LP
This Form 4 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").
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 sold were units of the Issuer (the "Units"), with each Unit consisting of one share of Common Stock and one-half of one Warrant. The sales price reported herein is the price for each Unit.
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 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.
The Warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering.
The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation.
Each whole Warrant is exercisable to purchase one share of Common Stock and only whole Warrants are exercisable.
Norris Nissim, Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP
2015-12-04