SEC Form 4 · accession 0000899243-15-008711

LIGHTING SCIENCE GROUP CORP · LSCG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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,
• F2(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")
• F3(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.
• F4Craig 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.
• F5(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,
• F6(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.