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

Published on April 26, 2017 at 1:29 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Luxor Capital Partners 0 93,930,386 0 93,930,386 93,930,386 26.1%
Luxor Wavefront 0 21,627,039 0 21,627,039 21,627,039 6.2%
Luxor Capital Partners Offshore Master Fund 0 41,061,118 0 41,061,118 41,061,118 11.7%
Luxor Capital Partners Offshore, Ltd 0 41,061,118 0 41,061,118 41,061,118 11.7%
Luxor Spectrum Offshore Master Fund 0 0 0 0 0 0%
Luxor Spectrum Offshore, Ltd 0 0 0 0 0 0%
Thebes Offshore Master Fund 0 1,433,210 0 1,433,210 1,433,210 Less than 1%
Thebes Partners Offshore, Ltd 0 1,433,210 0 1,433,210 1,433,210 Less than 1%
Luxor Spectrum 0 86,130 0 86,130 86,130 Less than 1%
LCG Holdings 0 158,137,883 0 158,137,883 158,137,883 43.3%
Luxor Capital Group 0 160,932,940 0 160,932,940 160,932,940 44.1%
Luxor Management 0 160,932,940 0 160,932,940 160,932,940 44.1%
Christian Leone 0 161,019,070 0 161,019,070 161,019,070 44.1%

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Page 1 of 19 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D – 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 6)*
Searchlight Minerals Corp.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
812224202
(CUSIP Number)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel:  (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 19, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
93,930,386 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
93,930,386  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,930,386  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1% (1)
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 3 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Wavefront, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
21,627,039 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
21,627,039 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,627,039 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (1)
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 4 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore Master Fund, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
41,061,118  (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
41,061,118  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,061,118  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (1)
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 5 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
41,061,118  (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
41,061,118  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,061,118  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (1)
14.
TYPE OF REPORTING PERSON
CO
(1) See Items 4, 5 and 6.

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Page 6 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Spectrum Offshore Master Fund, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
0 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1)
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 7 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Spectrum Offshore, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
0 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1)
14.
TYPE OF REPORTING PERSON
CO
(1) See Items 4, 5 and 6.

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Page 8 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thebes Offshore Master Fund, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,433,210  (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,433,210  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,210  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 9 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thebes Partners Offshore, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,433,210  (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,433,210  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,210  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
14.
TYPE OF REPORTING PERSON
CO
(1) See Items 4, 5 and 6.

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Page 10 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Spectrum, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
 86,130 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
 86,130 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 86,130 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
14.
TYPE OF REPORTING PERSON
CO
(1) See Items 4, 5 and 6.

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Page 11 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
158,137,883  (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
158,137,883  (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,137,883  (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3% (1)
14.
TYPE OF REPORTING PERSON
OO
(1) See Items 4, 5 and 6.

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Page 12 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF, OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
160,932,940 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
160,932,940 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,932,940 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
14.
TYPE OF REPORTING PERSON
PN
(1) See Items 4, 5 and 6.

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Page 13 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
160,932,940 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
160,932,940 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,932,940 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1% (1)
14.
TYPE OF REPORTING PERSON
OO
(1) See Items 4, 5 and 6.

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Page 14 of 19 – SEC Filing

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
161,019,070 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
161,019,070 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,019,070 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1% (1)
14.
TYPE OF REPORTING PERSON
IN
(1) See Items 4, 5 and 6.

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Page 15 of 19 – SEC Filing

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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Page 16 of 19 – SEC Filing

(ix)
Luxor Management may be deemed to be the beneficial owner of the 160,932,940 shares of Common Stock beneficially owned by Luxor Capital Group, 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.
(x)
Mr. Leone may be deemed to be the beneficial owner of the 161,019,070 shares of Common Stock beneficially owned by the Luxor Funds, and the Separately Managed Account, including  approximately 19,492,650 shares of Common Stock underlying warrants exercisable within 60 days, representing 44.1% of all of the outstanding shares of Common Stock.
Item 6.      Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
The Reporting Persons own Warrants expiring between June 2017 and September 2020 which are exercisable within 60 days for approximately 19,492,650 shares of Common Stock at strike prices between $0.30 and $1.27.

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Page 17 of 19 – SEC Filing

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
LUXOR CAPITAL PARTNERS, LP
By:
LCG Holdings, LLC, General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR WAVEFRONT, LP
By:
LCG Holdings, LLC, General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By:
Luxor Capital Group, LP, Investment Manager
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
THEBES OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel

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Page 18 of 19 – SEC Filing

THEBES PARTNERS OFFSHORE, LTD.
By:
Luxor Capital Group, LP, Investment Manager
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC
General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR SPECTRUM OFFSHORE, LTD.
By:
Luxor Capital Group, LP,
Investment Manager
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR SPECTRUM, LLC
By:
LCG Holdings, LLC
Managing Member
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LUXOR CAPITAL GROUP, LP
By:
Luxor Management, LLC, as General Partner
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
LCG HOLDINGS, LLC
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel

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Page 19 of 19 – SEC Filing

LUXOR MANAGEMENT, LLC
By:
/s/ Norris Nissim
Name:
Norris Nissim
Title:
General Counsel
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Christian Leone

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