Sec Form 4 Filing - Sarachek Joseph E @ EMERGENT CAPITAL, INC. - 2018-06-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

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1. Name and Address of Reporting Person Sarachek Joseph E 2. Issuer Name and Ticker or Trading Symbol EMERGENT CAPITAL, INC. [ EMGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KELLEY DRYE & WARREN LLP, 101 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2018 (Street) NEW YORK, NY10178 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 7,320,038 I By JSARCo, LLC ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) $ 0.2 ( 2 ) 07/28/2023 Common Stock, par value $0.01 per share 13,575,000 13,575,000 I By JSARCo, LLC ( 1 ) Restricted Stock Units ( 3 ) 06/29/2018 A 400,000 ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 400,000 $ 0 400,000 D Stock Appreciation Right $ 1 06/29/2018 A 100,000 ( 4 ) 06/28/2028 Common Stock, par value $0.01 per share 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sarachek Joseph E C/O KELLEY DRYE & WARREN LLP 101 PARK AVENUE NEW YORK, NY10178 X X TOPCO 1, LLC C/O KELLEY DRYE & WARREN LLP 101 PARK AVENUE NEW YORK, NY10178 X X JSARCO, LLC C/O KELLEY DRYE & WARREN LLP 101 PARK AVENUE NEW YORK, NY10178 X X Signatures /s/ Joseph E. Sarachek, individually, as manager of TopCo 1, LLC and for TopCo 1, LLC as manager of JSARCo, LLC 06/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Sarachek is the principal and manager of TopCo 1, LLC, which is the manager of JSARCo, LLC. ( 2 )Of such warrants, 8,750,000 vested on July 28, 2017 and 4,825,000 will vest in connection with the conversion of the issuer's senior unsecured convertible notes outstanding as of July 28, 2017 (the "Outstanding Convertible Notes") into shares of the issuer's common stock on a 1 to 1 basis, or earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of the issuer's common stock, or (y) all of the Outstanding Convertible Notes are no longer outstanding. ( 3 )Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock,. ( 4 )The awards vest on the later of September 30, 2018 or the date of termination of the Reporting Person's service on the Capital Structure Committee of the Issuer's Board of Directors.

Remarks: Because Joseph E. Sarachek, a director of the issuer, has voting and investment power over securities beneficially owned by TopCo 1, LLC and JSARCo, LLC, TopCo 1, LLC and JSARCo, LLC, may be deemed to be directors by deputization.

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 4(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).

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