RCS Capital Corp 4
4 · RCS Capital Corp · Filed Jun 10, 2013
Insider Transaction Report
Form 4
RCS Capital CorpRCAP
Budko Peter M
DirectorChief Investment Officer10% Owner
Transactions
- Other
Common Stock
2013-06-06−100→ 0 total(indirect: See Footnote) - Other
Operating Subsidiaries Units
2013-06-06−0→ 24,000,000 total(indirect: See Footnote)→ Class A Common Stock (24,000,000 underlying) - Other
Class B Common Stock
2013-06-06+24,000,000→ 24,000,000 total(indirect: See Footnote)
Footnotes (4)
- [F1]Pursuant to Section 4.01 of the Amended and Restated Certificate of Incorporation of RCS Capital Corporation ("RCAP"), each share of RCAP's common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding immediately prior to the occurrence of the reclassification and conversion described herein on June 6, 2013 (the "Effective Time") was automatically reclassified as and converted into 240,000 fully paid and non-assessable shares of RCAP's Class B common stock, par value $0.001 per share (the "Class B Common Stock"). In accordance therewith, 100 shares of the Common Stock owned by RCAP Holdings, LLC ("Parent") were automatically reclassified as and converted into 24,000,000 shares of the Class B Common Stock at the Effective Time.
- [F2]The reporting person directly or indirectly owns equity interest in Parent. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
- [F3]An "Operating Subsidiaries Unit" refers to a unit consisting of one Class B unit ("Class B Units") of each of Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC (together, the "Operating Subsidiaries"). Pursuant to the Exchange Agreement, dated June 10, 2013, between Parent and RCAP (the "Exchange Agreement"), Parent has the right, from time to time, to exchange its Operating Subsidiaries Units for shares of RCAP's Class A common stock, par value $0.001 per share (the "Class A Common Stock") on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. When an Operating Subsidiaries Unit is exchanged for a share of Class A Common Stock under the Exchange Agreement, the corresponding share of Class B Common Stock will be cancelled.
- [F4]Pursuant to (i) the Second Amended and Restated Limited Liability Company Agreement of Realty Capital Securities, (ii) the Amended and Restated Limited Liability Company Agreement of RCS Advisory, and (iii) the Amended and Restated Limited Liability Company Agreement of ANST, each dated June 10, 2013, each respective Operating Subsidiary issued to Parent 24,000,000 of its Class B Units.