SEC Form 3 · accession 0001209191-15-031839
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)
Apr 2, 2015 · 6:51 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 StockF1,F2 | holding | — | — | — | 230,901 | I | By Zouk Holdings Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series H Conv. Preferred Stock, par value $0.001 per shareF6,F7,F5,F3,F4 | $0.95 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 21,960,000 | — | I |
| Series H Conv. Preferred Stock, par value $0.001 per shareF8,F9,F5,F3,F4 | $0.95 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 3,829,473 | — | I |
| Series J Conv. Preferred Stock, par value $0.001 per shareF6,F7,F12,F10,F11 | $0.95 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,303,158 | — | I |
| Series J Conv. Preferred Stock, par value $0.001 per shareF8,F9,F12,F10,F11 | $0.95 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 402,105 | — | I |
| Common Stock Warrants (right to buy)F6,F7,F13 | $0.001 | holding | — | — | — | — | Jan 3, 2019 | Common Stock, par value $0.001 per share | 5,798,200 | — | I |
| Common Stock Warrants (right to buy)F8,F9,F13 | $0.001 | holding | — | — | — | — | Jan 3, 2019 | Common Stock, par value $0.001 per share | 1,012,300 | — | I |
Explanation of responses
- F1Between September 25, 2012 and February 10, 2014, Samer Salty ("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. As part of the non-employee directors compensation plan of the Issuer, the Issuer issued a total of 230,901 shares of restricted common stock in respect of Mr. Salty's Board service during his tenure. (Continued in Footnote 2)
- F10The Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J 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. The conversion price is presently $0.95 and is subject to adjustment upon certain events. Pursuant to the terms of the Series J Preferred Stock, no fractional shares of common stock will be issued upon conversion thereof. The Series J 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 J Preferred Stock has no expiration date.
- F11As of the date of this filing, the Series J Preferred Stock held by Cleantech A and Cleantech B are convertible into these numbers of shares of Common Stock.
- F12Subject to adjustment pursuant to the terms of the Series J Preferred Stock.
- F13Each Warrant is exercisable upon the earlier to occur of the amendment of the Issuer's Certificate of Incorporation to increase the number of authorized shares of the Issuer's common stock and the date immediately preceding a change of control of the Issuer. If unexercised, the Warrants expire on January 3, 2019.
- F2Mr. Salty, however, was not entitled in his own right to any of the Issuer's securities issued as director compensation. 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 may, however, be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by ZHL, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3The Series H Convertible Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), is convertible by the holder, at any time, into Common Stock, par value $0.001 per share ("Common Stock"), at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is presently $0.95 and is subject to adjustment upon certain events. Pursuant to the terms of the Series H Preferred Stock, no fractional shares of common stock will be issued upon conversion thereof. 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.
- F4As of the date of this filing, the Series H Preferred Stock held by Cleantech A and Cleantech B are convertible into these numbers of shares of Common Stock.
- F5Subject to adjustment pursuant to the terms of the Series H Preferred Stock.
- F6These securities are directly owned by Cleantech Europe II (A) LP ("Cleantech A"). As the sole general partner of Cleantech A, Cleantech II General Partner L.P. ("Cleantech GP LP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As the sole general partner of Cleantech GP LP, Cleantech II General Partner Limited ("Cleantech GP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the investment advisor of Cleantech A, Zouk Capital LLP ("ZCL") may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (Continued in Footnote 7)
- F7As the majority partner of ZCL and the sole shareholder of Cleantech GP, Zouk Ventures Ltd ("ZVL") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of Cleantech A, and as a director of Cleantech GP and ZVL, Mr. Salty may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech A, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F8These securities are directly owned by Cleantech Europe II (B) LP ("Cleantech B"). As the sole general partner of Cleantech B, Cleantech GP LP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the sole general partner of Cleantech GP LP, Cleantech GP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the investment advisor of Cleantech B, ZCL may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (Continued in Footnote 9)
- F9As the majority partner of ZCL and the sole shareholder of Cleantech GP, ZVL may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of Cleantech B, and as a director of Cleantech GP and ZVL, Mr. Salty may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech B, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks
Exhibit List Exhibit 24 - Power of Attorney