SEC Form 4 · accession 0001209191-15-029578

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 24, 2015, the Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") granted shares of restricted common stock of the Issuer directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the service of Richard H. Davis, Jr. and Craig Cogut, respectively, on the Issuer's Board. Pursuant to the grant, the Issuer issued 240,000 shares of restricted common stock to Pegasus Advisors IV as director fees in respect of Mr. Davis' Board service, and 200,000 shares of restricted common stock as director fees in respect of Mr. Cogut's Board service. The shares of restricted common stock were all valued at $0.20 per share upon issuance.
• F2(Continued From Footnote 1) The shares of restricted common stock granted in respect of Mr. Davis' and Mr. Cogut's Board service fully vest on January 1, 2016. Because Mr. Davis and Mr. Cogut, 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. Davis and Mr. Cogut 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. Davis' and Mr. Cogut's Board positions.
• F3(Continued From Footnote 2) All securities issued as director fees for Mr. Davis' and Mr. Cogut's Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Davis and Mr. Cogut each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Davis or Mr. Cogut 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 shares of restricted common stock issued in respect of Mr. Davis' and Mr. Cogut's Board service because Pegasus Partners has a right to receive a portion of the director compensation 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.
• F6(Continued From Footnote 5) Furthermore, following the transactions reported on this Form 4, Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,613,942 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.