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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/19/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 11/19/2015 | D(1)(2)(3) | 440,000 | D | (1)(2)(3) | 162,575,731 | I | See Footnotes(4)(5)(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (right to buy) | $0.13 | 11/19/2015 | A(1)(2)(3) | 992,723 | 01/01/2016 | 11/19/2025 | Common Stock | 992,723 | (1)(2)(3) | 992,723 | I | See Footnotes(4)(5)(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 19, 2015, certain shares of restricted common stock of Lighting Science Group Corporation (the "Issuer") previously granted by the Issuer's Board of Directors (the "Board") directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the service of Craig Cogut and Richard H. Davis, Jr. on the Issuer's Board were cancelled in exchange for options to purchase the Issuer's common stock that were granted directly to Pegasus Advisors IV. In exchange for options to purchase 451,238 shares of common stock of the Issuer, 200,000 shares of restricted common stock of the Issuer granted in respect of Mr. Cogut's Board service were cancelled, and in exchange for options to purchase 541,485 shares of common stock of the Issuer, 240,000 shares of restricted common stock of the of the Issuer granted in respect of Mr. Davis' Board service were cancelled. Because Mr. Cogut and Mr. Davis, each employees and/or partners, as the case may be, |
| 2. (Continued from Footnote 1) of Pegasus Advisors IV, serve on the Issuer's Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Cogut and Mr. Davis do not have a right to any of the Issuer's securities issued as director fees and Pegasus Advisors IV is entitled to receive all director fees payable by the Issuer in respect of Mr. Cogut's and Mr. Davis' Board positions. All securities issued as director fees for Mr. Cogut's and Mr. Davis' Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Cogut and Mr. Davis each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Cogut or Mr. Davis had any pecuniary interest in such securities except such indirect pecuniary interest through Pegasus Advisors IV, Pegasus Capital Advisors IV GP, L.L.C. ("Pegasus Advisors IV GP") and Pegasus Partners IV, L.P. ("Pegasus Partners") |
| 3. (Continued from Footnote 2) and their affiliates, as the case may be. In addition, Pegasus Partners may be deemed to have an indirect pecuniary interest in the options to purchase common stock of the Issuer reported herein because Pegasus Partners has a right to receive a portion of the director compensation provided in respect of Mr. Cogut's and Mr. Davis' Board service through a partial management fee offset. |
| 4. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 133,117,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,464,950 shares of the Issuer's common 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. |
| 5. (Continued from Footnote 4) Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 2,877,314 shares of the Issuer's common stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 20,972,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED") due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Furthermore, following the transactions reported on this Form 4, |
| 6. (Continued from Footnote 5) Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,173,941 shares of the Issuer's common stock and options to purchase 992,723 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Advisors IV. Pegasus Advisors IV GP is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of Pegasus Advisors IV GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED and Pegasus Advisors IV except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut 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 COGUT, Name: /s/ Craig Cogut | 11/23/2015 | |
| PEGASUS CAPITAL ADVISORS IV, L.P. By: Pegasus Capital Advisors IV GP, L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer | 11/23/2015 | |
| PEGASUS CAPITAL ADVISORS IV GP, L.L.C., Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer | 11/23/2015 | |
| PEGASUS PARTNERS IV, L.P., By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer | 11/23/2015 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||