13D Filing: Luxor Capital Group and Searchlight Minerals Corp. (SRCH)

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The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”) which amends the Schedule 13D, as previously amended, as specifically set forth herein.
Item 4.
Purpose of Transaction
Item 4 is hereby amended to add the following:
Effective as of April 19, 2017, Michael W. Conboy resigned from the Issuer’s Board of Directors.
Item 5.
Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 345,600,029 shares, which is the total number of shares of Common Stock outstanding as of November 14, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016. As of the date hereof:
(i)
The Onshore Fund individually beneficially owned 93,930,386 shares of Common Stock, including approximately 14,588,184 shares of Common Stock underlying warrants exercisable within 60 days, representing approximately 26.1% of all of the outstanding shares of Common Stock.
(ii)
The Wavefront Fund individually beneficially owned 21,627,039 shares of Common Stock, including approximately 605,329 shares of Common Stock underlying warrants exercisable within 60 days, representing approximately 6.2% of all of the outstanding shares of Common Stock.
(iii)
The Offshore Master Fund individually beneficially owned 41,061,118  shares of Common Stock, including approximately 3,881,423 shares of Common Stock underlying warrants exercisable within 60 days, representing approximately 11.7% of all of the outstanding shares of Common Stock.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Offshore Master Fund.
(iv)
The Thebes Master Fund individually beneficially owned 1,433,210  shares of Common Stock, including approximately 318,834 shares of Common Stock underlying warrants exercisable within 60 days, representing less than 1% of all of the outstanding shares of Common Stock. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Thebes Master Fund.
 (v) The Spectrum Offshore Master Fund individually beneficially owned no shares of Common Stock, representing 0% of all of the outstanding shares of Common Stock. The Spectrum Offshore Feeder Fund, as the owner of a controlling interest in the Spectrum Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Spectrum Offshore Master Fund.
(vi)
The Spectrum Onshore Fund individually beneficially owned  approximately 86,130 shares of Common Stock underlying warrants exercisable within 60 days, representing less than 1% of all of the outstanding shares of Common Stock.
(vii)
LCG Holdings may be deemed to be the beneficial owner of the 158,137,883  shares of Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, and the Spectrum Onshore Fund, including approximately 19,479,900 shares of Common Stock underlying warrants exercisable within 60 days,  representing 43.3% of all of the outstanding shares of Common Stock.
(viii)
Luxor Capital Group, as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund, the Thebes Feeder Fund, and the Separately Managed Account may be deemed to beneficially own 160,932,940 shares of Common Stock, including the 158,051,752 shares of Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund, the Thebes Feeder Fund, and an additional 2,881,187 shares of Common Stock beneficially owned by the Separately Managed Account, such amounts including approximately 19,406,520 shares of Common Stock underlying warrants exercisable within 60 days, representing 44.1% of all of the outstanding shares of Common Stock.

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