Sec Form 4 Filing - KNAPP ROBERT C @ EMERGENT CAPITAL, INC. - 2017-07-28

Insider filing report for Changes in Beneficial Ownership
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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
KNAPP ROBERT C
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O IRONSIDES PARTNERS LLC, 100 SUMMER STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2017
(Street)
BOSTON, MA02110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Common Stock Purchase Warrant (right to buy) $ 0.2 ( 1 ) 07/28/2017 J( 2 ) 1,413,206 ( 3 ) 07/28/2025 Common Stock 1,413,206 ( 2 ) 1,413,206 I See footnote ( 4 )
Common Stock Purchase Warrant (right to buy) $ 0.2 ( 1 ) 07/28/2017 J( 2 ) 586,794 ( 3 ) 07/28/2025 Common Stock 586,794 ( 2 ) 586,794 I See footnote ( 5 )
5.00% Senior Unsecured Convertible Notes due 2023 $ 2 ( 6 ) 07/28/2017 J( 7 ) 07/28/2017 02/13/2023 Common Stock 10,723,642 ( 8 ) ( 7 ) 10,723,642 I See footnote ( 4 )
5.00% Senior Unsecured Convertible Notes due 2023 $ 2 ( 6 ) 07/28/2017 J( 7 ) 07/28/2017 02/13/2023 Common Stock 4,452,691 ( 8 ) ( 7 ) 4,452,691 I See footnote ( 5 )
8.50% Senior Unsecured Convertible Notes due 2019 $ 6.59 ( 9 ) 07/28/2017 J( 7 ) 02/21/2014 02/13/2019 Common Stock ( 10 ) ( 7 ) 0 I See footnote ( 11 )
8.50% Senior Unsecured Convertible Notes due 2019 $ 6.59 ( 9 ) 07/28/2017 J( 7 ) 02/21/2014 02/13/2019 Common Stock ( 10 ) ( 7 ) 75 ( 12 ) I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KNAPP ROBERT C
C/O IRONSIDES PARTNERS LLC
100 SUMMER STREET
BOSTON, MA02110
X
Signatures
Robert C. Knapp 08/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Subject to adjustment in accordance with Article 3 of the warrant.
( 2 )Acquired in connection with a rights purchase agreement, whereby rights to purchase shares of common stock in a rights offering were sold in exchange for the common stock purchase warrants.
( 3 )The Warrants will vest at later times based on the conversion of the issuer's outstanding 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; provided that 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, then all remaining shares of the issuer's common stock under the Warrants shall vest and become immediately exercisable.
( 4 )The notes and/or Warrants are held by a private fund. The Reporting Person is the sole manager of the general partner of the private fund, the sole owner and sole managing member of the sole member of the general partner and the sole owner of the managing member of the investment adviser of the private fund. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The notes and Warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such notes and/or Warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.
( 5 )The notes and/or Warrants are held by a private fund. The Reporting Person is the sole managing member and sole owner of the sole member and manager of the general partner of the private fund and a director of a limited partner of the private fund. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The notes and Warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such notes and/or Warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.
( 6 )$2.00 (500 shares of common stock per $1,000 principal amount of notes or .5 shares of common stock per $1.00 principal amount of notes, for notes denominated in $1.00 increments), in each case, subject to adjustment in accordance with Article 4 of the indenture governing the 5.00% Senior Unsecured Convertible Notes due 2023 (the "New Convertible Notes").
( 7 )New Convertible Notes were acquired and the applicable 8.50% Senior Unsecured Convertible Notes due 2019 (the "Old Convertible Notes") were disposed of in connection with the Offer to Exchange, dated April 18, 2017 (the "Exchange Offer"), which provided that for each $1,000 in principal amount of Old Convertible Notes accepted for exchange in the Exchange Offer, holders of such Old Convertible Notes would receive (i) $1,000 in principal amount of New Convertible Notes plus an additional amount of New Convertible Notes equal to accrued and unpaid interest through and excluding the settlement date of the Exchange Offer on the Old Convertible Notes tendered and accepted by the issuer in the Exchange Offer and (ii) the right to subscribe in a rights offering for 500 shares of the issuer's $0.01 par value common stock at a price of $0.20 per share.
( 8 )500 shares of common stock per $1,000 principal amount of notes or .5 shares of common stock per $1.00 principal amount of notes, for notes denominated in $1.00 increments, in each case, subject to adjustment in accordance with Article 4 of the indenture governing the New Convertible Notes.
( 9 )$6.59 (151.7912 shares of common stock per $1,000 principal amount of notes or .1517912 shares of common stock per $1.00 principal amount of notes, for notes denominated in $1.00 increments), in each case, subject to adjustment in accordance with Article 4 of the indenture governing the Old Convertible Notes.
( 10 )151.7912 shares of common stock per $1,000 principal amount of notes or .1517912 shares of common stock per $1.00 principal amount of notes, for notes denominated in $1.00 increments, in each case, subject to adjustment in accordance with Article 4 of the indenture governing the Old Convertible Notes.
( 11 )The notes were held by a private fund. The Reporting Person is the sole manager of the general partner of the private fund, the sole owner and sole managing member of the sole member of the general partner and the sole owner of the managing member of the investment adviser of the private fund. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The notes and Warrants are subject to a conversion limitation imposed by Florida State law that voids any conversion of such notes and/or Warrants into shares of common stock to the extent that the holder would, after such exercise, directly or indirectly own 10% or more of the shares of common stock unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.
( 12 )151.7912 shares of common stock per $1,000 principal amount of notes or .1517912 shares of common stock per $1.00 principal amount of notes, for notes denominated in $1.00 increments, in each case, subject to adjustment in accordance with Article 4 of the indenture governing the Old Convertible Notes and assuming Old Convertible Notes are convertible pursuant to the terms of the indenture governing to Old Convertible Notes.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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