SEC Form 4 · accession 0000899243-17-003004

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 February 3, 2017, LSGC Holdings III, LLC ("Holdings III") exercised its right to purchase (i) all of the outstanding membership interests of LSGC Holdings IIIa, LLC (formerly "RW LSG Holdings, LLC") ("Holdings IIIa") for an aggregate purchase price equal to $9,000,000, (ii) 554,221 shares of Common Stock of Lighting Science Group Corporation (the "Issuer") for an aggregate amount equal to $90,000, and (iii) a warrant to purchase an aggregate of 12,664,760 shares of Common Stock (the "Special Warrant") from RW LSG Management Holdings, LLC ("RW LSG Management") for no additional consideration, in each case that was previously granted to Holdings III pursuant to the Membership Interest Purchase Option (the "Option Agreement"), dated as of September 11, 2015, by and among Riverwood Capital Partners L.P. ("Riverwood"), Holdings III, Holdings IIIa and RW LSG Management Holdings (the purchase of the membership interests,
• F10In connection with the Option Exercise, in accordance with the terms of the Option Agreement, Holdings III made an offer to VantagePoint Venture Partners 2006 (Q), L.P. ("VantagePoint Venture") and VantagePoint CleanTech Partners II, L.P. ("VantagePoint CleanTech" and, together with its affiliates and VantagePoint Venture and its affiliates, "VantagePoint"), to purchase an aggregate of 5,000 shares of Series H Preferred Stock for a purchase price equal to $200.00 per share, plus the transfer to Holdings III of warrants held by VantagePoint exercisable for an aggregate of 1,809,250 shares of Common Stock (the "VantagePoint Warrants").
• F11(Continued from footnote 10) Holdings III's offer was accepted, and pursuant to an Equity Purchase Agreement, dated as of February 3, 2017, by and among Holdings III, VantagePoint Venture and VantagePoint CleanTech, Holdings III purchased 3,333 shares of Series H Preferred Stock from VantagePoint Venture and 1,667 shares of Series H Preferred Stock from VantagePoint CleanTech, in each case for a purchase price equal to $200.00 per share, and Holdings III received the VantagePoint Warrants for no additional consideration. The VantagePoint Warrants have the same terms as the Special Warrant.
• F12On February 3, 2017, the Equity Put Option (the "Equity Put Option"), dated as of September 11, 2015, by and among Holdings III, Cleantech Europe II (A) LP ("Cleantech A") and Cleantech Europe II (B) LP ("Cleantech B", and together with Cleantech A, the "Cleantech Entities"), was cancelled pursuant to the Equity Purchase Agreements described in footnote 5, below. The Equity Put Option became exercisable in connection with the Option Exercise described in footnotes 1, 2 and 3, above.
• F13Pursuant to an Equity Purchase Agreement, dated as of February 3, 2017, by and among the Issuer, Holdings III, Serengeti Opportunities MM L.P. and Cleantech A, Holdings III purchased 15,862 shares of Series H Preferred Stock from Cleantech Europe A for a purchase price equal to $200.00 per share. In connection with this purchase, Cleantech A also cancelled warrants exercisable for an aggregate of 3,406,041 shares of Common Stock. Pursuant to an Equity Purchase Agreement, dated as of February 3, 2017, by and among the Issuer, Holdings III and Cleantech B, Holdings III purchased 3,638 shares of Series H Preferred Stock from Cleantech Europe B for a purchase price equal to $200.00 per share. In connection with this purchase, Cleantech B also cancelled warrants exercisable for an aggregate of 593,959 shares of Common Stock
• F14Pursuant to an Equity Purchase Agreement, dated as of February 3, 2017, by and among the Issuer, Holdings III and Portman Limited, Holdings III purchased 24,500 shares of Series H Preferred Stock from Portman Limited for a purchase price equal to $200.00 per share. In connection with this purchase, Portman Limited also cancelled warrants exercisable for an aggregate of 4,000,000 shares of Common Stock.
• F15On February 3, 2017, pursuant to the Series J Preferred Stock Subscription dated January 27, 2017 (the "Subscription Agreement") by and between Holdings III and the Issuer, Holdings III purchased 7,000 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Warrant"). Each share of Series J Preferred Stock is immediately convertible into a number of shares of the Issuer's common stock equal to the amount obtained by dividing the stated par value per share of $1,000 by $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock. The Series J Preferred Stock has no expiration date.
• F16(Continued from footnote 15) Each of the Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Warrants. The Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) February 3, 2022, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants), or (iii) the date of any Change of Control (as defined in the Warrants). As a result of their relationship with directors of the Issuer, Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuer's Board of Directors approved the Subscription Agreement in advance of the acquisitions from the Issuer reported on this Form 4.
• F2(Continued from footnote 1) Common Stock and the Special Warrant are referred to herein as the "Option Exercise"). The Option Exercise was effected pursuant to a Purchase Option Exercise Agreement (the "Exercise Agreement"), dated as of February 3, 2017, by and among Riverwood, Holdings III, Holdings IIIa and RW LSG Management. The Exercise Agreement amended the Option Agreement by reducing the aggregate purchase price of the membership interests of Holdings IIIa from $15,000,000 to $9,000,000 and by reducing the aggregate purchase price of the 554,221 shares of Common Stock of the Issuer from $150,000 to $90,000. As a result of the amendment effected by the Exercise Agreement, the call options to acquire membership interests of Holdings IIIa and 554,221 shares of Common Stock of the Issuer were both deemed to be cancelled and reissued with lower exercise prices.
• F3(Continued from footnote 2) As a result of the Option Exercise, Holdings IIIa became a direct, wholly-owned subsidiary of Holdings III. Holdings IIIa currently holds 45,000 shares of the Issuer's Series H Preferred Stock. Each share of Series H Preferred Stock is immediately convertible into a number of shares of the Issuer's common stock equal to the amount obtained by dividing the stated par value per share of $1,000 by $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series H Convertible Preferred Stock. The Series H Preferred Stock has no expiration date. The terms of the Special Warrant provide that it has no value and is not exercisable unless the fully diluted equity value of the Issuer exceeds $500,000,000, subject to the adjustments set forth in the Special Warrant.
• F4Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 554,221 shares of Common Stock, 94,000 shares of Series H Preferred Stock, 57,779 shares of Series J Preferred Stock and 7,000 Warrants directly or indirectly held by Holdings III because Pegasus Partners V, L.P. ("Pegasus Partners V") may be deemed to have voting and dispositive power over such securities as the sole member of Holdings III. Pegasus Investors V, L.P. ("Pegasus Investors V") is the general partner of Pegasus Partners V. Pegasus Investors V (GP), L.L.C. ("Pegasus Investors V GP") is the general partner of Pegasus Investors V and Pegasus Capital, LLC ("Pegasus Capital") is the sole member of Pegasus Investors V GP. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 1,464,950 shares of Common Stock and 8,500 shares of Series J Preferred Stock
• F5(Continued from footnote 4) 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. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 2,877,314 shares of Common Stock and 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV, L.P. ("Pegasus Partners IV") may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners IV is the sole member of Holdings II. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 133,117,333 shares of Common Stock held directly by LSGC Holdings LLC ("Holdings")
• F6(Continued from footnote 5) because Pegasus Partners IV may be deemed to have voting and dispositive power over such securities as the managing member of Holdings. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 20,972,495 shares of Common Stock held directly by LED Holdings, LLC ("LED") because Holdings may be deemed to have voting and dispositive power over such securities due to its membership interest in LED. Pegasus Investors IV, L.P. ("Pegasus Investors IV") is the general partner of Pegasus Partners IV. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 2,969,697 shares of Common Stock held directly by Pegasus Partners IV because Pegasus Investors IV may be deemed to have voting and dispositive power over such securities as the general partner of Pegasus Partners IV. Pegasus Investors IV GP, L.L.C. ("Pegasus Investors IV GP") is the general partner of Pegasus Investors IV. Pegasus Investors IV GP is wholly owned by Pegasus
• F7(Continued from footnote 6) Capital. As disclosed above, 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 1,173,941 shares of Common Stock that represent payment of director fees paid by the Issuer to Pegasus Advisors IV, L.P. ("Pegasus Advisors IV"). Pegasus Advisors IV GP, L.L.C. ("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, Pegasus Capital, Pegasus Investors V GP, Pegasus Investors V and Pegasus Partners V each disclaims beneficial ownership of the securities directly held by Holdings III except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is Pegasus Investors IV except to the extent of their pecuniary
• F8(Continued from footnote 7) the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut, Pegasus Capital, Pegasus Partners IV, Pegasus Investors IV and Pegasus Investors IV GP each disclaims beneficial ownership of the securities directly held by LED, Holdings and Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F9(Continued from footnote 8) Mr. Cogut, Pegasus Capital and Pegasus Investors IV GP each disclaims beneficial ownership of the securities directly held by Pegasus Investors IV except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. 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.