SEC Form 4 · accession 0000899243-17-003035
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
Riverwood Capital L.P.
10% Owner
Riverwood Capital GP Ltd.
10% Owner
Period of report
Feb 3, 2017
Accepted (ET)
Feb 7, 2017 · 9:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F1,F2,F3,F5,F6 | Feb 3, 2017 | O | 554,221 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (obligation to sell)F1,F2,F3,F5,F6,F7 | — | Feb 3, 2017 | J | 1 | A | Sep 11, 2015 | Mar 27, 2017 | Common Stock | 60,587,402 | 1 | I |
| Call Option (obligation to sell)F1,F2,F3,F5,F6,F7 | — | Feb 3, 2017 | J | 1 | D | Sep 11, 2015 | Mar 27, 2017 | Common Stock | 60,587,402 | 1 | I |
| Call Option (obligation to sell)F1,F2,F3,F5,F6,F7 | — | Feb 3, 2017 | O | 1 | D | Sep 11, 2015 | Mar 27, 2017 | Common Stock | 60,587,402 | 0 | I |
Explanation of responses
- F1On September 11, 2015, RW LSG Holdings LLC ("RW LSGH"), Riverwood Capital Partners L.P. ("RCP") and LSG Management Holdings, LLC ("RW LSGM") granted LSGC Holdings III LLC ("LSGC") an option (the "Option") to acquire all, but not less than all, of A) the outstanding membership interests in RW LSGH (the "RW Interests") from RCP and the other holders of the RW Interests for an aggregate amount equal to $15,000,000, B) 554,221 shares of Common Stock held directly by RW LSGM (the "RW Common Stock") for an aggregate price of $150,000 (subject to certain adjustments), or a per share price of $0.27, and C) a warrant held by RW LSGM (the "RW Warrant") to purchase 12,664,760 shares of Issuer's Common Stock, par value $0.001 per share (the "Common Stock") for no additional consideration. On February 3, 2017, RW LSGH, RCP and LSGC amended the Option and LSGC exercised the Option pursuant to a Purchase Option Exercise Agreement (the "Exercise Agreement").
- F2(Continued from Footnote 1) The Exercise Agreement amended the Option to allow LSGC to acquire I) the RW Interests for an aggregate amount equal to $9,000,000, II) the RW Common Stock for an aggregate price of $90,000, or a per share price of $0.16, and III) the RW Warrant for no additional consideration. RW LSGH's sole asset at the time of the Option exercise was 45,000 shares of the Issuer's Series H Convertible Preferred Stock, par value $0.001 (the "Series H Preferred Stock"), resulting in a price of $200.00 per share of Series H Preferred. 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.
- F3(Continued from Footnote 2) 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 RW Warrant is exercisable in whole or in part at the option of the holder thereof at any time prior to May 25, 2022, subject to certain conditions.
- F4Reflects shares of Common Stock assigned for no consideration to RW LSGM upon being awarded to Messrs. Thomas Smach and Nicholas Brathwaite as restricted stock grants for their services as directors of the Issuer, including 49,567 shares awarded to Mr. Smach and 39,654 shares awarded to Mr. Brathwaite on May 25, 2012, and 225,000 shares awarded to Mr. Smach and 240,000 shares awarded to Mr. Brathwaite on August 14, 2013.
- F5The Series H Preferred Stock was held directly by RW LSGH. Prior to the exercise of the Option, Riverwood Capital Partners L.P. ("RCP") was the sole manager of RW LSGH; however, following the exercise of the Option, RCP has ceased to act as manager 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, prior to the exercise of the Option, each of RCP, RCLP and RC Ltd. may have been deemed to be the indirect beneficial owner of the securities directly held by RW LSGH. 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 any such securities, except to the extent of its pecuniary interest therein.
- F6The RW Common Stock and RW Warrant were held directly by RW LSGM. Riverwood Capital Management L.P. ("RCM LP") is the sole member and manager 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 any such securities, except to the extent of its pecuniary interest therein.
- F7Consists of 47,368,421 shares of Common Stock based upon conversion of the Series H Preferred Stock described in footnotes (2) and (3) hereto at the current conversion rate, 554,221 shares of RW Common Stock directly held by RW LSGM, and 12,664,760 shares of Common Stock based upon the exercise of the RW Warrant described in footnote (1) hereto.