| 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) 07/25/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Common Stock Warrants (right to buy) | $0.72(1)(2) | 07/25/2015(3) | P | 3,406,041(4) | (3) | (5) | Common Stock | 3,406,041 | (6) | 3,406,041 | D(7)(8)(9) | ||||
| Common Stock Warrants (right to buy) | $0.72(1)(2) | 07/25/2015(3) | P | 593,959(4) | (3) | (5) | Common Stock | 593,959 | (6) | 593,959 | D(7)(8)(9) | ||||
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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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. Pursuant to the terms of each Warrant to Purchase Common Stock (each, a "Warrant" and collectively, the "Warrants") issued by Lighting Science Group Corporation (the "Issuer") to Cleantech Europe II (A) LP ("Cleantech A") and Cleantech Europe II (B) LP ("Cleantech B"), filed as Exhibits 4.1 and 4.2, respectively, to the current report on Form 8-K filed by Issuer on September 27, 2012, the exercise price is $0.72 (the "Exercise Price"), subject to adjustment in the event of (i) any dividend or distribution paid in Common Stock, or (ii) a subdivision, combination or reclassification of the Issuer's Common Stock. If exercised, the applicable warrant holder must pay a minimum exercise price equal to the greater of (i) the Exercise Price or (ii) the amount by which the fair market value per share of the Common Stock of the issuer exceeds the maximum spread of $5.28. (continued in footnote 2) |
| 2. The maximum spread is subject to adjustment in connection with the same events that would trigger an adjustment to the Exercise Price. The minimum exercise price paid in connection with an exercise of the Warrants will be used by the Issuer to purchase shares of its Common Stock pursuant to the terms of the Commitment Agreement (as defined and described below). |
| 3. The Warrants will become exercisable on the earlier of (i) October 9, 2015, or (ii) the date after September 25, 2015 on which the holders of at least 30,000 shares of Series H Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), issued in connection with the Warrants and certain related warrants specified in the Warrants, if any, waive their rights to effect a redemption pursuant to the terms of a Subscription Agreement dated September 25, 2012 (the "Subscription Agreement"). |
| 4. In connection with the issuance of the Warrants, on September 25, 2012 (the "Issuance Date"), the Issuer entered into a Commitment Agreement (the "Commitment Agreement") with Pegasus Partners IV, L.P. ("Pegasus IV"), an affiliate of Pegasus Capital, pursuant to which the Issuer is obligated to buy from Pegasus IV or its affiliates shares of Common Stock equal to the number of shares, if any, for which the Warrants are exercised, up to an aggregate number of shares of Common Stock underlying all of the Warrants (the "Commitment Shares"). Subject to certain limitations, Pegasus IV has the right at any time to cancel its obligations to the Issuer pursuant to the Commitment Agreement by indirectly purchasing the then outstanding Warrants (a "Pegasus Call"). Upon the exercise of a Pegasus Call, the Issuer will have the obligation to purchase that number of Commitment Shares subject to the Pegasus Call for an amount equal to the consideration paid by Pegasus IV pursuant to such Pegasus Call. |
| 5. If unexercised, the Warrants expire upon the earlier of (i) a Change of Control of the Company (as defined in the Certificate of Designation governing the Series H Preferred Stock) prior to the three-year anniversary of the Issuance Date; (ii) the occurrence of any event that results in holders of shares of Series H Preferred Stock having a right to require the Company to redeem the shares of Series H Preferred Stock prior to the three-year anniversary of the Issuance Date; (iii) consummation of a Qualified Public Offering (as defined in the Certificate of Designation governing the Series H Preferred Stock) prior to the three-year anniversary of the Issuance Date or (iv) receipt by the Company of a Redemption Notice (as defined in the Subscription Agreement). |
| 6. The Warrants are included within the aggregate purchase price paid for the Series H Preferred Stock purchased by the holder for $1,000 per share of Series H Preferred Stock. |
| 7. These securities are directly owned by Cleantech A and Cleantech B. As the sole general partner of both Cleantech A and Cleantech B, Cleantech II General Partner L.P. ("Cleantech GP LP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As the sole general partner of Cleantech GP LP, Cleantech II General Partner Limited ("Cleantech GP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the investment advisor of Cleantech A and Cleantech B, Zouk Capital LLP ("ZCL") may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (continued in footnote 8) |
| 8. As the majority partner of ZCL and the sole shareholder of Cleantech GP, Zouk Ventures Ltd ("ZVL") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the entity designated for United Kingdom regulatory reasons to receive all director fees payable by the Issuer in respect of Mr. Samer Salty's Board position, Zouk Holdings Limited ("ZHL") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. |
| 9. Each of Cleantech GP LP, Cleantech GP, ZCL, ZVL, and ZHL disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech A and Cleantech B, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Cleantech GP LP, Cleantech GP, ZCL, ZVL, and ZHL is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons, except for ZHL, are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99.1- Joint Filer Information. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99.1- Joint Filer Information |
| /s/ Cleantech Europe II (A) LP By: Cleantech II General Partner L.P.,as General PartnerBy: Cleantech II General Partner Limited,as General PartnerBy: * Name: Richard Pereira Title: Director | 07/28/2015 | |
| /s/ Cleantech Europe II (B) LP, By: Cleantech II General Partner L.P., as General Partner, By: Cleantech II General Partner Limited, as General Partner, By: * Name: Richard Pereira, Title: Director | 07/28/2015 | |
| /s/ Cleantech II General Partner L.P., By: Cleantech II General Partner Limited, as General Partner, By: * Name: Richard Pereira, Title: Director | 07/28/2015 | |
| /s/ Cleantech II General Partner Limited, By:* Name: Richard Pereira, Title: Director | 07/28/2015 | |
| /s/ Zouk Capital LLP, By: Zouk Ventures Ltd, as General Partner, By: * Name: Richard Pereira, Title: Company Secretary | 07/28/2015 | |
| /s/ Zouk Ventures Ltd, By:* Name: Richard Pereira, Title: Company Secretary | 07/28/2015 | |
| /s/ Zouk Holdings Limited, By:* Name: Richard Pereira, Title: Director | 07/28/2015 | |
| /s/ Matthew P. Fisher, Attorney-in-Fact for Reporting Persons pursuant to Power of Attorney | 07/28/2015 | |
| ** 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. | ||
