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LUM Luminent Mtg Cap

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Last Updated: -
Delayed by 15 minutes
Share Name Share Symbol Market Type
Luminent Mtg Cap NYSE:LUM NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Luminent Mortgage Capital Inc - Initial Statement of Beneficial Ownership (3)

28/12/2007 8:34pm

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arco Capital Management LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/28/2007 

3. Issuer Name and Ticker or Trading Symbol

LUMINENT MORTGAGE CAPITAL INC [LUM]

(Last)        (First)        (Middle)

CITY VIEW PLAZA 1 SUITE 800, ROAD 168 KM 1.2

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

GUAYNABO, PR 00968       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   100000   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Capital Stock Warrants   8/30/2007   8/30/2012   Class A Common Stock     (2) (3) (4) $0.18   I   (5) Manager of the owner of the capital stock warrants  

Explanation of Responses:
( 1)  Arco Capital Management LLC ("ACM") serves as the external investment manager to Arco Capital Corporation Ltd. ("Arco") and may be deemed to beneficially own the shares which Arco has a right to acquire. ACM purchased 100,000 shares of Luminent at price of $0.87 per share.
( 2)  ACM directly owns outstanding restricted common shares of Arco and may be deemed to beneficially own the warrants to acquire the Luminent Mortgage Capital Inc. ("Luminent") Class A Common Stock owned by Arco. Pursuant to a Warrant Agreement, Arco has the right to purchase, at a price of $0.18 per share, at any time until the fifth anniversary of the date of the Warrant Agreement, a combination of Class A Common Stock and shares of a newly-created class of non-voting preferred stock of Luminent that in the aggregate represent 51% of the equity of Luminent.
( 3)  So long as Luminent's 8.125% Convertible Senior Notes due 2027 (the "Convertible Notes") are outstanding and the holders of the Convertible Notes have the right to cause their Convertible Notes to be redeemed following a change in control of Luminent, the maximum number of shares of Class A Common Stock that may be issued to Arco upon the exercise of the warrants granted under the Warrant Agreement is the number that, together with all other shares of Class A Common Stock beneficially owned by Arco, would result in Arco owning 49% of the issued and outstanding Class A Common Stock of Luminent.
( 4)  Based upon 43,172,839 shares of Class A Common Stock reported by Luminent to be outstanding on December 24, 2007, if Arco were deemed to be the beneficial owner of the 2,725,795 shares of Common Stock beneficially owned by certain affiliated and associated persons of Arco, the maximum number of shares of Common Stock that Arco could acquire upon exercise of the warrants would be 36,135,090 (representing approximately 45.6% of the shares of Common Stock that would be outstanding following the exercise). ACM disclaims beneficial ownership over the Class A Common Stock beneficially owned by Arco except to the extent of its pecuniary interest therein.
( 5)  The Reporting Person disclaims beneficial ownership of any outstanding Common Shares that are not directly owned by that Reporting Person or by an entity that is controlled by that Reporting Person. The Reporting Person nonetheless is filing because its business and other relationships may cause it to be deemed to share beneficial ownership of Common Shares directly owned by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arco Capital Management LLC
CITY VIEW PLAZA 1 SUITE 800
ROAD 168 KM 1.2
GUAYNABO, PR 00968

X


Signatures
/s/ Francesco N. Piovanetti, President 12/28/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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