SEC Form 4 · accession 0001209191-15-008803

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

• F1Pursuant to a Securities Purchase Agreement by and between PCA LSG Holdings, LLC ("PCA Holdings") and LSGC Holdings III LLC ("Holdings III") dated January 30, 2015, Holdings III purchased from PCA Holdings 8,000 Series J Units of Lighting Science Group Corporation (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. Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock.
• F10(Continued from footnote 9) The Subscription Agreement Warrants have an exercise price of $0.001, subject to adjustment as set forth in the Subscription Agreement Warrants and may be exercised beginning on January 30, 2015. The Subscription Agreement Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) January 30, 2020, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Subscription Agreement Warrants), or (iii) the date of any Change of Control (as defined in the Subscription Agreement 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 Series J Subscription Agreement in advance of the acquisitions from the Issuer reported on this Form 4.
• F2(Continued from footnote 1) The Series J Preferred Stock has no expiration date. Of the 8,000 warrants included in the 8,000 Series J Units, 4,000 of the warrants could be exercised beginning on August 27, 2014 (the "August 27 Warrants"), 2,000 of the warrants could be exercised beginning on August 20, 2014 (the "August 20 Warrants"), and 2,000 of the warrants could be exercised beginning on August 14, 2014 (the "August 14 Warrants", and together with the August 27 Warrants and August 20 Warrants, the "Purchased Warrants"). Each of the Purchased Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Purchased Warrants.
• F3(Continued from footnote 2) The August 27 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 27, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 27 Warrants), or (iii) the date of any Change of Control (as defined in the August 27 Warrants). The August 20 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 20, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 20 Warrants), or (iii) the date of any Change of Control (as defined in the August 20 Warrants). The August 14 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 14, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 14 Warrants), or (iii) the date of any Change of Control (as defined in the August 14 Warrants).
• F4Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 19,525 shares of Series J Preferred Stock, 8,000 Purchased Warrants and 11,525 Subscription Agreement Warrants directly 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.
• F5(Continued from footnote 4) 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 8,500 shares of Series J Preferred Stock directly held by 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 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.
• F6(Continued from footnote 5) Pegasus Partners IV is the sole member of Holdings II. Pegasus Investors IV, L.P. ("Pegasus Investors IV") is the general partner of Pegasus Partners IV and 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 Capital. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital.
• F7(Continued from footnote 6) 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 persons is 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 persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F8(Continued from footnote 7) 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 Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F9Pursuant to a Series J Subscription Agreement by and between the Issuer and Holdings III dated January 30, 2015 (the "Series J Subscription Agreement"), Holdings III purchased 11,525 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 Preferred Stock and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Subscription Agreement Warrant"). Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $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.

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.