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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Searchlight Minerals Corp (PK) | USOTC:SRCH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00582 | 0.00582 | 0.00582 | 0.00 | 01:00:00 |
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Capital Partners, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
26,511,348 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
26,511,348
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
26,511,348
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.3%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Wavefront, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
4,731,289 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
4,731,289 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,731,289 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
7,083,749 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
7,083,749
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,083,749
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Capital Partners Offshore, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
7,083,749 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
7,083,749
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,083,749
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Spectrum Offshore Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,420,429 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,420,429
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,420,429
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
1.0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Spectrum Offshore, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,420,429 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,420,429
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,420,429
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
1.0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Spectrum, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
32,475 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
32,475
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
32,475
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
LCG Holdings, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
39,779,290 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
39,779,290
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
39,779,290
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
23.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Capital Group, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
40,810,379 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
40,810,379
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
40,810,379
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.4%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Luxor Management, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
40,810,379 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
40,810,379
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
40,810,379
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.4%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Christian Leone
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
40,810,379 (See Items 5(b) regarding the Voting Agreement)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
40,810,379
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
40,810,379
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.4%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
|
Ÿ
|
One share of Common Stock; and
|
|
Ÿ
|
One Common Stock purchase warrant, where each full warrant will entitle the warrant holder to purchase one share of the Common Stock, at an exercise price of $0.50 per share (the “March 2015 Warrants,” and as exercised, collectively, the “March 2015 Warrant Shares”). Such March 2015 Warrants will expire five years from the date of issuance.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Common Stock and Warrant Purchase Agreement, dated March 25, 2015, by and between Searchlight Minerals Corp. and Luxor Capital Partners, LP.
|
|
99.2
|
Registration Rights Agreement dated March 25, 2015, by and between Searchlight Minerals Corp. and Luxor Capital Partners, LP.
|
|
99.3
|
Form of Warrant.
|
|
99.4
|
Partial Release From Security Agreement and Deed of Trust dated March 4, 2015, by and between Searchlight Minerals Corp., Luxor Capital Partners, LP (for itself and the Managed Account) and Luxor Wavefront, LP.
|
|
99.5
|
Registration Rights Agreement dated March 18, 2015, by and between Searchlight Minerals Corp., Luxor Capital Partners, LP (for itself and the Managed Account) and Luxor Wavefront, LP.
|
Dated:
|
March 27, 2015
|
LUXOR CAPITAL PARTNERS, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR WAVEFRONT, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR SPECTRUM OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR SPECTRUM, LLC
|
|||
By:
|
LCG Holdings, LLC
Managing Member
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL GROUP, LP
|
|||
By:
|
Luxor Management, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LCG HOLDINGS, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR MANAGEMENT, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Christian Leone
|
Please See PDF for document reference
|
Please See PDF for document reference
|
Please See PDF for document reference
|
Please See PDF for document reference
|
Please See PDF for document reference
|
1 Year Searchlight Minerals (PK) Chart |
1 Month Searchlight Minerals (PK) Chart |
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