Craig M Cogut Form 4 LIGHTING SCIENCE / CRAIG M COGUT ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

COGUT CRAIG M

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSCG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series J Convertible Preferred Stock	$0.95(1)(2)	11/21/2016		A(1)(2)		5,000		(1)(2)	(1)(2)	Common Stock	(1)(2)	(1)(2)	75,936	I	See Footnotes(3)(4)(5)(6)
Common Stock Warrants (right to buy)	$0.001	11/21/2016		A(1)(2)		5,000		11/21/2016	(1)(2)	Common Stock	(1)(2)	(1)(2)	5,000	I	See Footnotes(3)(4)(5)(6)

1. Name and Address of Reporting Person^*

COGUT CRAIG M

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PEGASUS CAPITAL LLC

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pegasus Investors V (GP), L.L.C.

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pegasus Investors V, L.P.

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pegasus Partners V, L.P.

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LSGC Holdings III LLC

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB CT 06807

(City) (State) (Zip)

Explanation of Responses:

1. On November 21, 2016, pursuant to Amendment No. 1 to the Preferred Stock Subscription and Support Agreement dated July 19, 2016 (the "Amended Subscription Agreement") by and among LSGC Holdings III LLC ("Holdings III"), Lighting Science Group Corporation (the "Issuer") and Pegasus Partners IV, L.P. ("Pegasus Partners IV"), Holdings III purchased 5,000 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Warrant"). Each share of Series J Preferred Stock is immediately convertible into approximately 1,053 shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock.

2. (Continued from Footnote 1) The Series J Preferred Stock has no expiration date. Each of the Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Warrants. The Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) November 21, 2021, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants), or (iii) the date of any Change of Control (as defined in the Warrants). As a result of their relationship with directors of the Issuer, Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuer's Board of Directors approved the Amended Subscription Agreement in advance of the acquisitions from the Issuer reported on this Form 4.

3. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 47,779 shares of Series J Preferred Stock and 5,000 Warrants directly held by Holdings III because Pegasus Partners V, L.P. ("Pegasus Partners V") may be deemed to have voting and dispositive power over such securities as the sole member of Holdings III. Pegasus Investors V, L.P. ("Pegasus Investors V") is the general partner of Pegasus Partners V. Pegasus Investors V (GP), L.L.C. ("Pegasus Investors V GP") is the general partner of Pegasus Investors V and Pegasus Capital, LLC ("Pegasus Capital") is the sole member of Pegasus Investors V GP. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital.

4. (Continued from Footnote 3) Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 8,500 shares of Series J Preferred Stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II.

5. (Continued from Footnote 4) Pegasus Partners IV is the sole member of Holdings II. Pegasus Investors IV, L.P. ("Pegasus Investors IV") is the general partner of Pegasus Partners IV and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors IV GP") is the general partner of Pegasus Investors IV. Pegasus Investors IV GP is wholly owned by Pegasus Capital. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut, Pegasus Capital, Pegasus Investors V GP, Pegasus Investors V and Pegasus Partners V each disclaims beneficial ownership of the securities directly held by Holdings III except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. (Continued from Footnote 5) Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut, Pegasus Capital, Pegasus Partners IV, Pegasus Investors IV and Pegasus Investors IV GP each disclaims beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	CRAIG M. COGUT, Name: /s/ Craig M. Cogut	11/29/2016
	PEGASUS CAPITAL, LLC, Name: /s/ Craig M. Cogut, Title: President & Managing Member	11/29/2016
	PEGASUS INVESTORS V (GP), L.L.C., Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer	11/29/2016
	PEGASUS INVESTORS V, L.P., By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer	11/29/2016
	PEGASUS PARTNERS V, L.P., By: Pegasus Investors V, L.P., its general partner, By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer	11/29/2016
	LSGC HOLDINGS III LLC, By: Pegasus Partners V, L.P., its sole member, By: Pegasus Investors V, L.P., its general partner, By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer	11/29/2016
	** Signature of Reporting Person	Date
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