4//SEC Filing
RCS Capital Corp 4
Accession 0001144204-15-000561
CIK 0001568832operating
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:52 PM ET
Size
10.0 KB
Accession
0001144204-15-000561
Insider Transaction Report
Form 4
RCS Capital CorpRCAP
BLOCK BRIAN S
DirectorCFO & Ass. Secretary10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2014-12-31+9,360→ 918,638 total - Exercise/Conversion
LTIP Units
2014-12-31−9,360→ 0 totalExercise: $0.00→ Class A Common Stock (9,360 underlying)
Footnotes (5)
- [F1]On December 31, 2014, RCS Capital Corporation (the "Issuer"), RCS Capital Management, LLC ("RCS Management"), the Company's external service provider, and RCS Holdings, LLC ("Holdings"), entered into an amendment ("Amendment No. 2") to the Amended and Restated 2013 Manager Multi-Year Outperformance Agreement dated February 11, 2014 (the "OPP Agreement") pursuant to which RCS Management was granted LTIP Units (as defined in the OPP Agreement) in Holdings. On April 28, 2014, RCS Management earned 310,947 LTIP Units ("Earned LTIP Units"), which were then distributed pro rata to its members at the time of such distribution pro rata in accordance with their respective percentage interests in RCS Management. Amendment No. 2 provided for the early vesting of the Earned LTIP Units such that all of the Earned LTIP Units became fully vested on December 31, 2014.
- [F2]Under the OPP Agreement and the Limited Liability Company Agreement of Holdings, LTIP Units automatically convert, upon vesting and after achieving economic equivalence with Class A Units (as defined in the OPP Agreement) in Holdings (which had previously been achieved), into Class C Units (as defined in the OPP Agreement) in Holdings on a one-for-one basis. A holder of Class C Units may elect to convert its Class C Units, on a one-for-one basis, into shares of Class A Common Stock of the Issuer, or, at the option of the Company, a cash equivalent.
- [F3]Pursuant to a Redemption and Exchange Agreement entered into December 31, 2014 (the "Redemption Agreement"), each of the members of RCS Management holding Earned LTIP Units ("Members") converted their Class C Units into shares of Class A Common Stock of the Issuer and all applicable notice and delivery waiting period requirements were waived. Accordingly, 310,947 shares of Class A Common Stock of the Issuer were issued pro rata to the Member at the time of distribution on December 31, 2014. The reporting person is a Member.
- [F4]As described above, on December 31, 2014, the LTIP Units automatically converted into Class C Units in Holdings on a one-for-one basis, which Class C Units were then subsequently converted into shares of Class A Common Stock of the Issuer on a one-for-one basis pursuant to the Redemption Agreement.
- [F5]Includes 336,887 shares previously reported as held by RCAP Equity, LLC, of which the reporting person is a member. Shares held by RCAP Equity, LLC were distributed pro rata to the reporting person and are now owned directly.
Documents
Issuer
RCS Capital Corp
CIK 0001568832
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001568832
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:52 PM ET
- Size
- 10.0 KB