0001144204-15-049973.txt : 20150814 0001144204-15-049973.hdr.sgml : 20150814 20150814171521 ACCESSION NUMBER: 0001144204-15-049973 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150813 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 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: Weil Edward M Jr. CENTRAL INDEX KEY: 0001490448 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 151057076 MAIL ADDRESS: STREET 1: C/O AMERICAN REALTY CAPITAL 405 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v418117_4.xml OWNERSHIP DOCUMENT X0306 4 2015-08-13 0 0001568832 RCS Capital Corp RCAP 0001490448 Weil Edward M Jr. C/O RCS CAPITAL CORPORATION 405 PARK AVE NEW YORK NY 10022 1 1 0 0 Chief Executive Officer Class A Common Stock 2015-08-13 4 A 0 91340 A 1239669 D 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. 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. 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 91,340 shares of Class A Common Stock of the Company. /s/ Edward M. Weil, Jr 2015-08-14