Filing Details
- Accession Number:
- 0001013594-17-000359
- Form Type:
- 13D Filing
- Publication Date:
- 2017-04-25 17:26:02
- Filed By:
- Luxor Capital Group
- Company:
- Searchlight Minerals Corp. (OTCMKTS:SRCH)
- Filing Date:
- 2017-04-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| 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% |
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).
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
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. |
| (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.
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 | ||
| 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 | ||
| LUXOR MANAGEMENT, LLC | |||
| By: | /s/ Norris Nissim | ||
| Name: | Norris Nissim | ||
| Title: | General Counsel | ||
| /s/ Norris Nissim | |||
| NORRIS NISSIM, as Agent for Christian Leone | |||