4//SEC Filing
RCS Capital Corp 4
Accession 0001144204-14-041258
CIK 0001568832operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 9:49 PM ET
Size
8.0 KB
Accession
0001144204-14-041258
Insider Transaction Report
Form 4
RCS Capital CorpRCAP
BLOCK BRIAN S
DirectorCFO & Ass. Secretary10% Owner
Transactions
- Other
Class A Common Stock
2014-06-30$18.42/sh+338,840$6,241,433→ 572,391 total
Holdings
- 336,887(indirect: See footnote)
Class A Common Stock
Footnotes (5)
- [F1]The reporting person owns, directly and indirectly, an aggregate of 909,278 shares of Class A Common Stock.
- [F2]On June 30, 2014, pursuant to the terms of the Contribution Agreement, dated April 3, 2014, between RCS Capital Corporation (the "Company") and RCAP Holdings, LLC ("RCAP Holdings"), the Company completed the contribution by RCAP Holdings of all the issued and outstanding shares of common stock of First Allied Holdings Inc. ("First Allied") to the Company in return for the issuance of 11,264,929 shares of the Company's Class A Common Stock ("Class A Common Stock") to RCAP Holdings. The shares of Class A Common Stock were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended promulgated thereunder.
- [F3]On June 30, 2014, RCAP Holdings subsequently distributed pro rata to the members of RCAP Holdings (i) 11,264,929 shares of Class A Common Stock issued in the First Allied contribution and (ii) 7,764,543 shares of Class A Common Stock previously held by RCAP Holdings. As a result, the reporting person received (i) 338,840 shares of Class A Common Stock issued for the First Allied Contribution and (ii) 233,551 shares of Class A Common Stock, respectively, and now owns the shares directly. RCAP Holdings no longer holds any shares of Class A Common Stock directly.
- [F4]The number of shares of Class A Common Stock issued was determined based on a valuation of $207,500,000 for First Allied divided by $18.42 per share, the volume-weighted average price of the Class A Common Stock on January 15, 2014. The value of the shares of Class A common stock issued was $239,154,443, based on $21.23, the closing price per share of Class A Common Stock on June 30, 2014.
- [F5]As previously reported on its Form 4, the securities are held by RCAP Equity, LLC. RCAP Equity, LLC directly owns 11,200,000 shares of Class A Common Stock. The number above represents the reporting person's pro rata interest in RCAP Equity, LLC, of which the reporting person is a member. Control of RCAP Equity, LLC is exclusively vested in Messrs. Nicholas S. Schorsch and William M. Kahane, who are managing members of RCAP Equity, LLC. The reporting person disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.
Documents
Issuer
RCS Capital Corp
CIK 0001568832
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001568832
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 9:49 PM ET
- Size
- 8.0 KB