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Filing Details

Accession Number:: 0001567619-18-002986
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-09-20 20:12:23
Reporting Period:: 2018-09-18

Accepted Time:: 2018-09-20 20:12:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1084226	Searchlight Minerals Corp.	SRCH	Metal Mining (1000)	980232244

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1270742	Lcg Holdings Llc	1114 Avenue Of The Americas 28Th Floor New York NY 10036	No	No	Yes	No
1316580	Luxor Capital Group, Lp	1114 Avenue Of The Americas 28Th Floor New York NY 10036	No	No	Yes	No
1356913	Ltd Offshore Partners Capital Luxor	C/O M&Amp;C Corporate Svcs Ltd Po Box 309 Gt Ugland House George Town E9 00000	No	No	Yes	No
1393021	Luxor Capital Partners, Lp	1114 Avenue Of The Americas 28Th Floor New York NY 10036	No	No	Yes	No
1479129	Luxor Wavefront, Lp	1114 Avenue Of The Americas 28Th Floor New York NY 10036	No	No	Yes	No
1609547	Thebes Partners, Lp	1114 Avenue Of The Americas 28Th Floor New York NY 10036	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	Disposition	2018-09-18	79,342,202	$0.00	0	No	4	S	Indirect	By: Luxor Capital Partners, LP
Common Stock, Par Value $0.001	Disposition	2018-09-18	1,114,376	$0.00	0	No	4	S	Indirect	By: Thebes Offshore Master Fund, LP
Common Stock, Par Value $0.001	Acquisiton	2018-09-18	80,456,578	$0.00	101,478,288	No	4	P	Indirect	By: Luxor Wavefront, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By: Luxor Capital Partners, LP
No	4	S	Indirect	By: Thebes Offshore Master Fund, LP
No	4	P	Indirect	By: Luxor Wavefront, LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	5,950	$0.00	5,950	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	5,633	$0.00	5,633	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	317	$0.00	317	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	6,800	$0.00	6,800	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	6,438	$0.00	6,438	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	362	$0.00	362	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	5,633	$0.00	5,633	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	5,633	$0.00	5,633	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	6,438	$0.00	6,438	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	6,438	$0.00	6,438	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	164,907	$0.00	164,907	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	164,907	$0.00	164,907	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	4,191,385	$0.00	4,191,385	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	4,191,385	$0.00	4,191,385	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	188,500	$0.00	188,500	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	188,500	$0.00	188,500	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	7,939	$0.00	7,939	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	7,939	$0.00	7,939	$0.30
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	58,615	$0.00	58,615	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	58,615	$0.00	58,615	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Disposition	2018-09-18	9,038	$0.00	9,038	$0.50
Common Stock, Par Value $0.001	Warrant (Right to Buy)	Acquisiton	2018-09-18	9,038	$0.00	9,038	$0.50

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2019-09-18	No	4	J	Indirect
5,633	2019-09-18	No	4	J	Indirect
317	2019-09-18	No	4	J	Indirect
0	2020-09-18	No	4	J	Indirect
6,438	2020-09-18	No	4	J	Indirect
362	2020-09-18	No	4	J	Indirect
0	2019-09-18	No	4	S	Indirect
7,939	2019-09-18	No	4	P	Indirect
0	2020-09-18	No	4	S	Indirect
9,038	2020-09-18	No	4	P	Indirect
0	2019-09-18	No	4	S	Indirect
219,244	2019-09-18	No	4	P	Indirect
0	2020-03-25	No	4	S	Indirect
4,191,385	2020-03-25	No	4	P	Indirect
0	2020-09-18	No	4	S	Indirect
250,600	2020-09-18	No	4	P	Indirect
0	2019-09-18	No	4	S	Indirect
227,183	2019-09-18	No	4	P	Indirect
0	2020-03-25	No	4	S	Indirect
4,250,000	2020-03-25	No	4	P	Indirect
0	2020-09-18	No	4	S	Indirect
259,638	2020-09-18	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	2,429,155	Indirect	By: Separately Managed Account
Common Stock, Par Value $0.001	37,179,695	Indirect	By: Luxor Capital Partners Offshore Master Fund, LP

Footnotes

This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Thebes Partners, LP ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
Represents in-kind distributions without consideration as follows: The Separately Managed Account (as defined below) is composed of a master investment vehicle, OC 19 Master Fund, L.P. - LCG ("OC 19 Master Fund"), and a feeder investment vehicle, OC 19 Offshore Fund, Ltd. - LCG ("OC 19 Feeder"). As of September 18, 2018, OC 19 Master Fund made a distribution in-kind, without consideration, to its partners, including a Section 16 exempt distribution to its general partner and a distribution to OC 19 Feeder, as the sole limited partner of OC 19 Master Fund. Immediately thereafter, the general partner of OC 19 Master Fund effected an in-kind distribution, without consideration, to its sole member, LCG Holdings, and OC 19 Feeder effected a sale as reflected in Table II of this Form 4.
Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). As indicated above, the Separately Managed Account is composed of OC 19 Master Fund and OC 19 Feeder. OC 19 Feeder, as the owner of a controlling interest in OC 19 Master Fund, may be deemed to beneficially own the securities owned directly by OC 19 Master Fund. Luxor Capital Group, as the investment manager of the Separately Managed Account (composed of OC 19 Master Fund and OC 19 Feeder), may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
Securities owned directly by LCG Holdings. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by LCG Holdings.
The numbers listed are based on the most recent information available to the Reporting Persons, but the Reporting Persons have been unable to secure more current information and such numbers do not reflect adjustments that should have been made to the Warrants as the result of additional issuances of Common Stock. As noted below, however, the Reporting Persons believe that each Warrant has a de minimis or no value.
Represents transfer for de minimis consideration among the Reporting Persons as reflected in Table II of this Form 4.
All Warrants are currently exercisable.