SEC Form 4 · accession 0001209191-15-029673
LIGHTING SCIENCE GROUP CORP · LSCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samer Salty
Director
Period of report
Mar 24, 2015
Accepted (ET)
Mar 26, 2015 · 7:31 pm EDT
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 StockF3,F4 | Mar 24, 2015 | A | 154,521 | $0.00 | A | 385,422 | I | By Zouk Holdings Limited |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Between September 25, 2012 and February 10, 2014, Mr. Salty served as a member of the Issuer's Board of Directors (the "Board") as a representative of Cleantech Europe II (A) LP and Cleantech Europe II (B) LP. On March 24, 2015, Mr. Salty rejoined the Board as a member, and, as part of the non-employee directors compensation plan of the Issuer, the Issuer issued 154,521 shares of restricted common stock in respect of Mr. Salty's service on the Board. Mr. Salty, however, is not entitled in his own right to any of the Issuer's securities issued as director compensation.
- F2(Continued From Footnote 1) All securities issued as director compensation in respect of Mr. Salty's Board service were accordingly issued directly to Zouk Holdings Limited ("ZHL"), a Jersey limited company. For United Kingdom regulatory reasons, ZHL has been designated as the entity to receive all director fees payable by the Issuer in respect of Mr. Salty's Board position. Mr. Salty disclaims beneficial ownership of the Issuer's securities to which this report relates, except to the extent of his pecuniary interest.
- F3No consideration was paid or received for the shares of common stock reported herein.
- F4These securities are directly owned by ZHL. Mr. Salty serves on the Board as a representative of Cleantech Europe II (A) LP and Cleantech Europe II (B) LP. Mr. Salty, however, does not have a right to any of the Issuer's securities issued as director fees. For United Kingdom regulatory reasons, ZHL has been designated as the entity to receive all director fees payable by the Issuer in respect of Mr. Salty's Board position. Mr. Salty may, however, be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Salty disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
Remarks
Exhibit List Exhibit 24 - Power of Attorney