SEC Form 4 · accession 0001437749-15-014157

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 the terms of each Warrant to Purchase Common Stock (each, a "Warrant" and collectively, the "Warrants") issued by Lighting Science Group Corporation (the "Issuer") to Cleantech Europe II (A) LP ("Cleantech A") and Cleantech Europe II (B) LP ("Cleantech B"), filed as Exhibits 4.1 and 4.2, respectively, to the current report on Form 8-K filed by Issuer on September 27, 2012, the exercise price is $0.72 (the "Exercise Price"), subject to adjustment in the event of (i) any dividend or distribution paid in Common Stock, or (ii) a subdivision, combination or reclassification of the Issuer's Common Stock. If exercised, the applicable warrant holder must pay a minimum exercise price equal to the greater of (i) the Exercise Price or (ii) the amount by which the fair market value per share of the Common Stock of the issuer exceeds the maximum spread of $5.28. (continued on footnote 2)
• F2The maximum spread is subject to adjustment in connection with the same events that would trigger an adjustment to the Exercise Price. The minimum exercise price paid in connection with an exercise of the Warrants will be used by the Issuer to purchase shares of its Common Stock pursuant to the terms of the Commitment Agreement (as defined and described below).
• F3The Warrants will become exercisable on the earlier of (i) October 9, 2015, or (ii) the date after September 25, 2015 on which the holders of at least 30,000 shares of Series H Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), issued in connection with the Warrants and certain related warrants specified in the Warrants, if any, waive their rights to effect a redemption pursuant to the terms of a Subscription Agreement dated September 25, 2012 (the "Subscription Agreement").
• F4In connection with the issuance of the Warrants, on September 25, 2012 (the "Issuance Date"), the Issuer entered into a Commitment Agreement (the "Commitment Agreement") with Pegasus Partners IV, L.P. ("Pegasus IV"), an affiliate of Pegasus Capital, pursuant to which the Issuer is obligated to buy from Pegasus IV or its affiliates shares of Common Stock equal to the number of shares, if any, for which the Warrants are exercised, up to an aggregate number of shares of Common Stock underlying all of the Warrants (the "Commitment Shares"). Subject to certain limitations, Pegasus IV has the right at any time to cancel its obligations to the Issuer pursuant to the Commitment Agreement by indirectly purchasing the then outstanding Warrants (a "Pegasus Call"). Upon the exercise of a Pegasus Call, the Issuer will have the obligation to purchase that number of Commitment Shares subject to the Pegasus Call for an amount equal to the consideration paid by Pegasus IV pursuant to such Pegasus Call.
• F5If unexercised, the Warrants expire upon the earlier of (i) a Change of Control of the Company (as defined in the Certificate of Designation governing the Series H Preferred Stock) prior to the three-year anniversary of the Issuance Date; (ii) the occurrence of any event that results in holders of shares of Series H Preferred Stock having a right to require the Company to redeem the shares of Series H Preferred Stock prior to the three-year anniversary of the Issuance Date; (iii) consummation of a Qualified Public Offering (as defined in the Certificate of Designation governing the Series H Preferred Stock) prior to the three-year anniversary of the Issuance Date or (iv) receipt by the Company of a Redemption Notice (as defined in the Subscription Agreement).
• F6The Warrants are included within the aggregate purchase price paid for the Series H Preferred Stock purchased by the holder for $1,000 per share of Series H Preferred Stock.
• F7These securities are directly owned by Cleantech A and Cleantech B. As the sole general partner of both Cleantech A and Cleantech B, 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 and Cleantech B, 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 on footnote 8)
• F8As 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 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.
• F9Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech A and 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