UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Lighting Science Group Corporation |
(Name of Issuer)
| Common Stock, par value $0.001 per share |
(Title of Class of Securities)
| 53224G103 |
(CUSIP Number)
Mei Liang RW LSG Holdings LLC c/o Riverwood Capital Partners L.P. 70 Willow Road, Suite 100 Menlo Park, CA 94025 (650) 687-7300
Copy to:
Kirsten Jensen Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, CA 94304 (650) 251-5000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| June 4, 2012 |
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
RW LSG Holdings LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
38,135,593 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
38,135,593 | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
38,135,593 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
15.5% | |||||
14. | Type of Reporting Persons (See Instructions)
OO | |||||
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
Riverwood Capital Partners L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
38,135,593* | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
38,135,593* | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
38,135,593* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
15.5% | |||||
14. | Type of Reporting Persons (See Instructions)
PN | |||||
| * | The Reporting Person disclaims beneficial ownership as described under Item 5. |
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
Riverwood Capital L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
38,135,593* | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
38,135,593* | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
38,135,593* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
15.5% | |||||
14. | Type of Reporting Persons (See Instructions)
PN | |||||
| * | The Reporting Person disclaims beneficial ownership as described under Item 5. |
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
Riverwood Capital GP Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
38,135,593* | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
38,135,593* | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
38,135,593* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
15.5% | |||||
14. | Type of Reporting Persons (See Instructions)
OO | |||||
| * | The Reporting Person disclaims beneficial ownership as described under Item 5. |
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
RW LSG Management Holdings LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
18,092,511 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
18,092,511 | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,092,511 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.0% | |||||
14. | Type of Reporting Persons (See Instructions)
OO | |||||
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
Riverwood Capital Management L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
18,092,511* | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
18,092,511* | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,092,511* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.0% | |||||
14. | Type of Reporting Persons (See Instructions)
PN | |||||
| * | The Reporting Person disclaims beneficial ownership as described under Item 5. |
| CUSIP No. 53224G103 |
| 1. | Names of Reporting Persons.
Riverwood Capital Management Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
18,092,511* | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
18,092,511* | |||||
| 10. | Shared Dispositive Power
0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,092,511* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.0% | |||||
14. | Type of Reporting Persons (See Instructions)
OO | |||||
| * | The Reporting Person disclaims beneficial ownership as described under Item 5. |
This Amendment No. 1 supplements and amends the Schedule 13D filed by (i) RW LSG Holdings LLC, (ii) Riverwood Capital Partners L.P., (iii) Riverwood Capital L.P., (iv) Riverwood Capital GP Ltd., (v) RW LSG Management Holdings LLC, (vi) Riverwood Capital Management L.P. and (vii) Riverwood Capital Management Ltd., with the Securities and Exchange Commission on June 4, 2012 with respect to shares of Common Stock, par value $0.001 per share, of Lighting Science Group Corporation (the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows:
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following immediately prior to the third paragraph from the end of Item 4 as follows:
In-Kind Distribution
On June 4, 2012, RW LSGH effected in-kind distributions totaling 5,000 shares, in aggregate, of Series H Preferred to certain of its members, such distributions satisfying in full all rights of each such member to receive distributions from RW LSGH or any other proceeds or assets from RW LSGH. As a result of the distributions, each of such members is deemed to have withdrawn from RW LSGH.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended by replacing the second paragraph thereof in its entirety with the following:
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), RW LSGH may be deemed to beneficially own 38,135,593 shares of Common Stock, which are subject to issuance upon conversion of the Series H Preferred Stock held by RW LSGH and which constitute approximately 15.5% of the Common Stock outstanding as of the date of this filing.
Item 5 of the Schedule 13D is hereby amended by replacing the eighth paragraph thereof in its entirety with the following:
(c) Except as set forth in Item 4 hereof, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons nor any other persons named in response to Item 2 hereof has engaged in any transactions in any shares of Common Stock since the filing of the Schedule 13D on June 4, 2012.
Signatures
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 13, 2012
| RW LSG HOLDINGS LLC | ||
By: | Riverwood Capital Partners L.P., as Managing Member | |
| By: | Riverwood Capital L.P., as General Partner | |
| By: | Riverwood Capital GP Ltd., as General Partner | |
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director & CEO |
| RW LSG MANAGEMENT HOLDINGS LLC | ||
| By: | Riverwood Capital Management L.P., as Managing Member | |
| By: | Riverwood Capital Management Ltd., as General Partner | |
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director |
| RIVERWOOD CAPITAL PARTNERS L.P | ||
| By: | Riverwood Capital L.P., as General Partner | |
| By: | Riverwood Capital GP Ltd., as General Partner | |
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director & CEO |
| RIVERWOOD CAPITAL L.P. | ||
By: | Riverwood Capital GP Ltd., as General Partner | |
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director & CEO |
| RIVERWOOD CAPITAL GP LTD. | ||
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director & CEO | ||
| RIVERWOOD CAPITAL MANAGEMENT L.P. | ||
| By: | Riverwood Capital Management Ltd., as General Partner | |
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director |
| RIVERWOOD CAPITAL MANAGEMENT LTD. | ||
| By: | * | |
| Name: Michael E. Marks | ||
| Title: Director | ||
*/s/ Mei Liang | ||
| Attorney-in-Fact for Reporting Persons pursuant to Power of Attorney | ||
