SEC Form 4 · accession 0000899243-16-021125

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 March 26, 2016, the Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") granted options to purchase the Issuer's common stock directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the service of Craig Cogut, Richard H. Davis, Jr. and Joel Haney on the Issuer's Board. The Board granted options to purchase 200,000 shares of common stock in respect of Mr. Cogut's service on the Board, options to purchase 240,000 shares of common stock in respect of Mr. Davis' service on the Board, which included options to purchase 25,000 shares of common stock in respect of Mr. Davis' service on the Board's Compensation Committee and options to purchase 15,000 shares of common stock in respect of Mr. Davis' service as a committee chair, and options to purchase 120,219 shares of common stock in respect of Mr. Haney's service on the Board.
• F2(Continued From Footnote 1) Because Mr. Cogut, Mr. Davis and Mr. Haney, each employees and/or partners, as the case may be, of Pegasus Advisors IV, serve on the Issuer's Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Cogut, Mr. Davis and Mr. Haney 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, Mr. Davis' and Mr. Haney's Board positions. All securities issued as director fees for Mr. Cogut's, Mr. Davis' and Mr. Haney's Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Cogut, Mr. Davis and Mr. Haney each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Cogut,
• F3(Continued From Footnote 2) Mr. Davis or Mr. Haney 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") 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, Mr. Davis' and Mr. Haney's Board service through a partial management fee offset.
• F4Mr. Cogut may be deemed to indirectly beneficially own a portion of the options to purchase 560,219 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. 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.
• F5(Continued From Footnote 4) 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 disclaims beneficial ownership of the securities directly held by 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.