SEC Form 4 · accession 0000899243-15-004855
LIGHTING SCIENCE GROUP CORP · LSCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Riverwood Capital Partners L.P.
10% Owner
RW LSG Holdings LLC
10% Owner
Riverwood Capital L.P.
10% Owner
Period of report
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 9:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866970
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series J Conv. Preferred StockF1,F3,F4,F2 | $0.95 | Sep 11, 2015 | S | 5,254 | D | — | — | Common Stock | 5,530,526 | 0 | D |
| Common Stock Warrant (right to buy)F1,F3,F4 | $0.001 | Sep 11, 2015 | S | 13,923,100 | D | Jan 3, 2014 | Jan 3, 2019 | Common Stock | 13,923,100 | 0 | D |
| Call Option (obligation to sell)F5,F6,F7,F4,F8 | — | Sep 11, 2015 | S | 1 | D | Sep 11, 2015 | Mar 27, 2017 | Common Stock | 60,587,402 | 1 | D |
Explanation of responses
- F1RW LSG Holdings LLC ("RW LSGH") sold securities consisting of (i) 5,254 shares of the Issuer's Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"), and (ii) warrants to purchase 13,923,100 shares of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock"), for an aggregate sales price of $5,254,000, or a per unit price of $1,000 for each unit comprised of one share of Series J Preferred Stock and a warrant to purchase 2,650 shares of Common Stock.
- F2The Series J Preferred Stock is convertible by the holder, at any time, into Common Stock at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is currently $0.95 and is subject to adjustment upon certain events. The Series J Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series J Preferred Stock has no expiration date.
- F3These securities are directly owned by RW LSGH.
- F4Riverwood Capital Partners L.P. ("RCP") is the sole managing member of RW LSGH. Riverwood Capital L.P. ("RCLP") is the sole general partner of RCP. Riverwood Capital GP Ltd. ("RC Ltd.") is the sole general partner of RCLP. As a result of these relationships, each of RCP, RCLP and RC Ltd. may be deemed to be the indirect beneficial owner of the securities directly held by RW LSGH and RCLP and RC Ltd. may be deemed to be the indirect beneficial owner of any securities directly held by RCP. Each of RCP, RCLP and RC Ltd. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
- F5RW LSGH, RCP and LSG Management Holdings, LLC ("RW LSGM") granted LSGC HOLDINGS III LLC an option to acquire all, but not less than all, of A) the outstanding membership interests in RW LSGH from RCP and the other RW LSGH equityholders for an aggregate amount equal to $15,000,000, B) 554,221 shares of Common Stock held directly by RW LSGM for an aggregate price of $150,000 (subject to certain adjustments), or a per share price of $0.27, and C) warrants held by RW LSGM to purchase 12,664,760 shares of Common Stock at an exercise price of $0.001 per share for no additional consideration. Except for the shares of Common Stock described in clause B) above, RW LSGH's sole asset is 45,000 shares of the Issuer's Series H Convertible Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), resulting in a price of $333.33 per share of Series H Preferred Stock.
- F6(Continued from footnote 5) The Series H Preferred Stock is convertible by the holder at any time into Common Stock at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is currently $0.95 and is subject to adjustment upon certain events. The Series H Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series H Preferred Stock has no expiration date. The warrants held by RW LSGM are exercisable in whole or in part at the option of the holder thereof at any time prior to May 25, 2022.
- F7Consists of 47,368,421 shares of Common Stock based upon conversion of the Series H Preferred Stock described in footnote (4) hereto at the current conversion rate, 554,221 shares of Common Stock directly held by RW LSGM, and 12,664,760 shares of Common Stock based upon the exercise of the warrants described in footnote (4) hereto.
- F8Riverwood Capital Management L.P. ("RCM LP") is the sole managing member of RW LSGM. Riverwood Capital Management Ltd. ("RCM Ltd.") is the sole general partner of RCM LP. As a result of these relationships, each of RCM LP and RCM Ltd. may be deemed to be the indirect beneficial owner of securities directly held by RW LSGM. Each of RCM LP and RCM Ltd. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.