Filing Details
- Accession Number:
- 0001140361-16-058787
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-03-22 21:57:44
- Reporting Period:
- 2016-03-18
- Filing Date:
- 2016-03-22
- Accepted Time:
- 2016-03-22 21:57:44
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1084226 | Searchlight Minerals Corp. | SRCH | Metal Mining (1000) | 980232244 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1270742 | Lcg Holdings Llc | 1114 Avenue Of The Americas 29Th Floor New York NY 10036 | No | No | Yes | No | |
1316580 | Luxor Capital Group, Lp | 1114 Avenue Of The Americas 29Th Floor New York NY 10036 | No | No | Yes | No | |
1356913 | Ltd Offshore Partners Capital Luxor | C/O M&Amp;C Corporate Svcs Ltd Po Box 309 Gt Ugland House George Town E9 00000 | No | No | Yes | No | |
1393021 | Luxor Capital Partners, Lp | 1114 Avenue Of The Americas 29Th Floor New York NY 10036 | No | No | Yes | No | |
1434200 | Ltd Offshore Spectrum Luxor | C/O Maples Corporate Services Ltd P.o. Box 309 Gt George Town E9 KY1-1104 | No | No | Yes | No | |
1479129 | Luxor Wavefront, Lp | 1114 Avenue Of The Americas 29Th Floor New York NY 10036 | No | No | Yes | No | |
1609548 | Thebes Partners Offshore, Ltd. | C/O Maples Corporate Services Limited Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
1649417 | Thebes Offshore Master Fund, Lp | C/O Maples Corporate Services Limited Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 55,742,143 | $0.00 | 68,197,288 | No | 4 | J | Indirect | By Luxor Capital Partners, LP |
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 2,010,857 | $0.00 | 2,868,437 | No | 4 | J | Indirect | By Separately Managed Account |
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 18,363,857 | $0.00 | 21,021,710 | No | 4 | J | Indirect | By Luxor Wavefront, LP |
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 768,857 | $0.00 | 1,114,376 | No | 4 | J | Indirect | By Thebes Offshore Master Fund, LP |
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 11,144,914 | $0.04 | 79,342,202 | No | 4 | P | Indirect | By Luxor Capital Partners, LP |
Common Stock, Par Value $.001 | Acquisiton | 2016-03-18 | 31,712,229 | $0.04 | 37,179,695 | No | 4 | P | Indirect | By Luxor Capital Partners Offshore Master Fund, LP |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | J | Indirect | By Luxor Capital Partners, LP |
No | 4 | J | Indirect | By Separately Managed Account |
No | 4 | J | Indirect | By Luxor Wavefront, LP |
No | 4 | J | Indirect | By Thebes Offshore Master Fund, LP |
No | 4 | P | Indirect | By Luxor Capital Partners, LP |
No | 4 | P | Indirect | By Luxor Capital Partners Offshore Master Fund, LP |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Disposition | 2016-03-18 | 247,706 | $0.00 | 247,706 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Acquisiton | 2016-03-18 | 247,706 | $0.00 | 247,706 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Disposition | 2016-03-18 | 28,618 | $0.00 | 28,618 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Acquisiton | 2016-03-18 | 28,618 | $0.00 | 28,618 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Disposition | 2016-03-18 | 3,275,074 | $0.00 | 1,686,562 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Acquisiton | 2016-03-18 | 3,275,074 | $0.00 | 1,686,562 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Disposition | 2016-03-18 | 109,506 | $0.00 | 109,506 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Acquisiton | 2016-03-18 | 109,506 | $0.00 | 109,506 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Disposition | 2016-03-18 | 1,730,303 | $0.00 | 1,730,303 | $1.27 |
Common Stock, Par Value $.001 | Warrant (Right to Buy) | Acquisiton | 2016-03-18 | 1,730,303 | $0.00 | 1,730,303 | $1.27 |
Common Stock, Par Value $.001 | Secured Convertible Promissory Notes | Disposition | 2016-03-18 | 0 | $0.00 | 0 | $0.00 |
Common Stock, Par Value $.001 | Secured Convertible Promissory Notes | Disposition | 2016-03-18 | 0 | $0.00 | 0 | $0.00 |
Common Stock, Par Value $.001 | Secured Convertible Promissory Notes | Disposition | 2016-03-18 | 0 | $0.00 | 0 | $0.00 |
Common Stock, Par Value $.001 | Secured Convertible Promissory Notes | Disposition | 2016-03-18 | 0 | $0.00 | 0 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2016-11-30 | No | 4 | J | Indirect | |
247,706 | 2017-11-30 | No | 4 | J | Indirect | |
0 | 2016-11-30 | No | 4 | J | Indirect | |
28,618 | 2017-11-30 | No | 4 | J | Indirect | |
0 | 2016-11-30 | No | 4 | J | Indirect | |
1,686,562 | 2017-11-30 | No | 4 | J | Indirect | |
0 | 2016-11-30 | No | 4 | J | Indirect | |
109,506 | 2017-11-30 | No | 4 | J | Indirect | |
0 | 2016-11-30 | No | 4 | J | Indirect | |
1,730,303 | 2017-11-30 | No | 4 | J | Indirect | |
0 | No | 4 | J | Indirect | ||
0 | No | 4 | J | Indirect | ||
0 | No | 4 | J | Indirect | ||
0 | No | 4 | J | Indirect |
Footnotes
- 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"), Luxor Spectrum Offshore, Ltd. ("Spectrum Feeder Fund"), Luxor Spectrum, LLC ("Spectrum Onshore Fund"), Luxor Wavefront, LP ("Wavefront 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 acquired in connection with the Reporting Persons' conversion of Secured Convertible Promissory Notes, dated September 18, 2013 (the "Notes"), pursuant to an Amendment to the Notes that allowed the Reporting Persons to convert the Notes into shares of Common Stock at a rate of $0.035 per share.
- 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 held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). Luxor Capital Group, as the investment manager of the Separately Managed Account, may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
- Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront 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 Wavefront 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.
- Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("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.
- The disclosed transaction is the result of an amendment to the expiration dates of certain outstanding Warrants as approved by the Issuer's Board of Directors. Prior to the amendment, the Warrants were set to expire on November 30, 2016. The Warrants are now set to expire on November 30, 2017. The terms and conditions of the Warrants remain the same in all other respects.
- The Reporting Persons have agreed that the Warrants shall not be exercisable until at least September 18, 2016.
- Securities owned directly by Luxor Spectrum Offshore Master Fund, LP ("Spectrum Master Fund"). Spectrum Feeder Fund, as the owner of a controlling interest in Spectrum Master Fund, may be deemed to beneficially own the securities owned directly by Spectrum Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Spectrum Master Fund, may be deemed to beneficially own the securities owned directly by Spectrum 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 Spectrum Master Fund.
- Securities owned directly by Spectrum Onshore Fund. LCG Holdings, as the managing member of Spectrum Onshore Fund, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by Spectrum Onshore Fund.