0001193125-12-179115.txt : 20120424 0001193125-12-179115.hdr.sgml : 20120424 20120424170938 ACCESSION NUMBER: 0001193125-12-179115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 GROUP MEMBERS: CRAIG COGUT GROUP MEMBERS: LSGC HOLDINGS II LLC GROUP MEMBERS: LSGC HOLDINGS LLC GROUP MEMBERS: PCA LSG HOLDINGS, LLC GROUP MEMBERS: PEGASUS CAPITAL, LLC GROUP MEMBERS: PEGASUS INVESTORS IV GP, LLC GROUP MEMBERS: PEGASUS INVESTORS IV, LP GROUP MEMBERS: PEGASUS PARTNERS IV, LP GROUP MEMBERS: PP IV (AIV) LED, LLC GROUP MEMBERS: PP IV LED, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTING SCIENCE GROUP CORP CENTRAL INDEX KEY: 0000866970 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 232596710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42472 FILM NUMBER: 12776661 BUSINESS ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GROUP CORP DATE OF NAME CHANGE: 20001130 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX HEATHCARE CORP DATE OF NAME CHANGE: 19990519 FORMER COMPANY: FORMER CONFORMED NAME: IATROS HEALTH NETWORK INC DATE OF NAME CHANGE: 19941221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LED Holdings, LLC CENTRAL INDEX KEY: 0001414298 IRS NUMBER: 260299414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11390 SUNRISE GOLD CIRCLE, #800 CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916.852.1719 MAIL ADDRESS: STREET 1: 11390 SUNRISE GOLD CIRCLE, #800 CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 SC 13D/A 1 d338171dsc13da.htm AMENDMENT NO. 24 TO SCHEDULE 13D Amendment No. 24 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)*

 

 

Lighting Science Group Corporation

(Name of Issuer)

 

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

Steven Wacaster

LED Holdings, LLC

c\o Pegasus Capital Advisors, L.P.

99 River Road

Cos Cob, CT 06807

(203) 869-4400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 13, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

LED Holdings, LLC

26-0299414

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

29,172,496

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

29,172,496

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

29,172,496

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

14.08% (1)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PP IV (AIV) LED, LLC

26-0240524

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

164,794,829

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

164,794,829

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

164,794,829

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

79.55% (1)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PP IV LED, LLC

26-0196366

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

164,794,829

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

164,794,829

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

164,794,829

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

79.55% (1)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PEGASUS PARTNERS IV, LP

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

170,695,126(1)

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

170,695,126(1)

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

170,695,126(1)

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

82.37% (2)

(14)

 

Type of reporting person (see instructions)

 

PN

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

LSGC Holdings LLC

27-3651400

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

164,794,829

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

164,794,829

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

164,794,829

(12)

 

Check if the aggregate amount in row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in row (11)

 

79.55% (1)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons:

 

LSGC Holdings II LLC

  (2)  

Check the appropriate box if a member of a group (see instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only:

 

  (4)  

Source of funds (see instructions):

 

WC

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e):

 

  (6)  

Citizenship or place of organization:

 

DE

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power:

 

2,930,600(1)

     (8)   

Shared voting power:

 

-0-

     (9)   

Sole dispositive power:

 

2,930,600(1)

   (10)   

Shared dispositive power:

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person:

 

2,930,600(1)

(12)

 

Check if the aggregate amount in row (11) excludes certain shares (see instructions):

 

(13)

 

Percent of class represented by amount in row (11):

 

1.41%(2)

(14)

 

Type of reporting person (see instructions):

 

OO

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

 

(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons:

 

PCA LSG Holdings, LLC

 

I.R.S. Identification Nos. of above persons (entities only):

45-3836143

  (2)  

Check the appropriate box if a member of a group (see instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only:

 

¨

  (4)  

Source of funds (see instructions):

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e):

 

¨

  (6)  

Citizenship or place of organization:

 

DE

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power:

 

1,352,236(1)

     (8)   

Shared voting power:

 

-0-

     (9)   

Sole dispositive power:

 

1,352,236(1)

   (10)   

Shared dispositive power:

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person:

 

1,352,236(1)

(12)

 

Check if the aggregate amount in row (11) excludes certain shares (see instructions):

 

¨

(13)

 

Percent of class represented by amount in row (11):

 

0.65% (2)

(14)

 

Type of reporting person (see instructions):

 

OO

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PEGASUS INVESTORS IV, LP

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

170,695,126(1)

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

170,695,126(1)

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

170,695,126(1)

(12)

 

Check if the aggregate amount in row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in row (11)

 

82.37% (2)

(14)

 

Type of reporting person (see instructions)

 

PN

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PEGASUS INVESTORS IV GP, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

170,695,126 (1)

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

170,695,126 (1)

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

170,695,126 (1)

(12)

 

Check if the aggregate amount in row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in row (11)

 

82.37% (2)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

PEGASUS CAPITAL, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

171,994,076 (1)

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

171,994,076 (1)

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

171,994,076 (1)

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

83.00%(2)

(14)

 

Type of reporting person (see instructions)

 

OO

 

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


CUSIP No. 53224G103  

 

  (1)   

Names of reporting persons

 

CRAIG COGUT

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

172,155,830 (1)

     (8)   

Shared voting power

 

-0-

     (9)   

Sole dispositive power

 

172,155,830 (1)

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

172,155,830 (1)

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

(13)

 

Percent of class represented by amount in Row (11)

 

83.07%(2)

(14)

 

Type of reporting person (see instructions)

 

IN

 

(1) Includes 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in four equal installments of 3,000 on April 23, 2010, July 1, 2010, October 1, 2010, and January 3, 2011, and 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in equal quarterly installments on the first trading day immediately following the end of each fiscal quarter of 2011 and are subject to the Issuer’s Amended and Restated Equity-Based Compensation Plan. Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.
(2) Based on 207,168,141 shares of common stock outstanding as of April 13, 2012.


Amendment No. 24 to Schedule 13D

This Amendment No. 24 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of LED Holdings, LLC (“LED Holdings”), PP IV (AIV) LED, LLC (“PPAIV”), PP IV LED, LLC (“PPLED”), Pegasus Partners IV, L.P. (“PPIV”), LSGC Holdings LLC (“LSGC Holdings”), LSGC Holdings II LLC (“LSGC Holdings II”), PCA LSG Holdings, LLC (“PCA Holdings”) Pegasus Investors IV, L.P. (“PIIV”), Pegasus Investors IV GP, L.L.C. (“PIGP”), Pegasus Capital, LLC (“PCLLC”), and Craig Cogut (“Mr. Cogut”) with the Securities and Exchange Commission (the “SEC”), as the case may be, on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008, Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009, Amendment No. 8 filed on September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, Amendment No. 13 filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, Amendment No. 17 filed on February 2, 2011, Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011, Amendment No. 21 filed on December 23, 2011, Amendment No. 22 filed on January 30, 2012 and Amendment No. 23 filed on April 4, 2012. Except as specifically provided herein, this Amendment No. 24 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration

The disclosure in Item 4 below is incorporated herein by reference.

Item 4. Purpose of Transaction

Subscription Agreement

On April 13, 2012, Lighting Science Group Corporation (the “Issuer”) entered into a Subscription Agreement (the “Subscription Agreement”) with LSGC Holdings II pursuant to which the Issuer issued 2,000 units (the “Series G Units”) of the Issuer’s securities to LSGC Holdings II at a price per Series G Unit of $1,000.00 (the “Series G Offering”) for total consideration of $2,000,000. Each Series G Unit consists of: (i) one share of the Issuer’s Series G Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”) and (ii) 83 shares of the Issuer’s common stock, par value $0.001 per share.

Pursuant to the Subscription Agreement, if, at any time while LSGC Holdings II holds any shares of Series G Preferred Stock purchased pursuant to the Subscription Agreement, the Issuer issues securities (other than pursuant to the Issuer’s equity-based compensation plans) that result in gross proceeds to the Issuer of at least $50,000,000 (a “Subsequent Issuance”), the Issuer must notify LSGC Holdings II of the terms and conditions of such Subsequent Issuance. Simultaneous with, and subject to the closing and terms and conditions of, such Subsequent Issuance, LSGC Holdings II would have the right to: (i) require the Issuer to use the proceeds of such Subsequent Issuance to redeem all of LSGC Holdings II Series G Preferred Stock or (ii) convert all or a portion of LSGC Holdings II Series G Preferred Stock into the securities issued in the Subsequent Issuance on substantially the same terms and conditions governing the Subsequent Issuance. If LSGC Holdings II elects to convert its shares of Series G Preferred Stock, LSGC Holdings II would retain all of the shares of common stock issued in conjunction with each converted share of Series G Preferred Stock.

In addition, if, at any time prior to November 17, 2013, the Issuer issues securities (other than issuances pursuant to the Issuer’s equity-based compensation plans or pursuant to a Subsequent Issuance) which PCA LSG Holdings, LLC, in its sole reasonable discretion, determines are more favorable than the Series G Units, LSGC Holdings II may exchange all of its Series G Units, valued at the Liquidation Value (as defined in the Certificate of Designation concerning the Series G Preferred Stock) of the Series G Preferred Stock included in such Series G Units, for such newly issued securities.


The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is included as Exhibit 10.1 to this Amendment No. 24 and is incorporated by reference herein.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares of Common Stock or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.

Except as set forth herein or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 24 are incorporated herein by reference. Such information is based upon 207,168,141 shares of common stock outstanding as of April 13, 2012.

The disclosure regarding the Subscription Agreement and the related disclosure in Item 4 is incorporated herein by reference.

Except as set forth herein and in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure regarding the Subscription Agreement and related disclosure in Item 4 is incorporated herein by reference.


The Subscription Agreement is incorporated by reference as Exhibit 10.1 to this Amendment No. 24 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

 

Exhibit

  

Description

10.1    Series G Unit Subscription Agreement, dated as of April 13, 2012, by and between Lighting Science Group Corporation and LSGC Holdings II, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 19, 2012).
99.1    Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 24, 2012

 

LED HOLDINGS, LLC
By:  

/s/ Steven Wacaster

  Name: Steven Wacaster
  Title: Manager
PP IV (AIV) LED, LLC
By:   Pegasus Partners IV (AIV), L.P.,
  its sole member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PP IV LED, LLC
By:   Pegasus Partners, IV, L.P.,
  its sole member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PEGASUS PARTNERS IV, L.P.
By:   Pegasus Investors IV, L.P.
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary

 

LSGC HOLDINGS LLC
By:   Pegasus Partners IV, L.P.,
  its managing member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
LSGC HOLDINGS II LLC
By:   Pegasus Partners IV, L.P.,
  its sole member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary


PCA LSG HOLDINGS, LLC
By:   Pegasus Capital, LLC,
  its managing member
By:  

/s/ Craig Cogut

  Name: Craig Cogut
  Title: President & Managing Member
PEGASUS INVESTORS IV, L.P.
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PEGASUS INVESTORS IV GP, L.L.C.
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PEGASUS CAPITAL, LLC
By:  

/s/ Craig Cogut

  Name: Craig Cogut
  Title: President & Managing Member
 

/s/ Craig Cogut

  CRAIG COGUT
EX-99.1 2 d338171dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: April 24, 2012

 

LED HOLDINGS, LLC
By:  

/s/ Steven Wacaster

  Name: Steven Wacaster
  Title: Manager

 

PP IV (AIV) LED, LLC
By:   Pegasus Partners IV (AIV), L.P.,
  its sole member

 

By:   Pegasus Investors IV, L.P.,
  its general partner

 

By:   Pegasus Investors IV GP, L.L.C.,
  general partner

 

By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary

 

PP IV LED, LLC
By:   Pegasus Partners, IV, L.P.,
  its sole member

 

By:   Pegasus Investors IV, L.P.,
  its general partner

 

By:   Pegasus Investors IV GP, L.L.C.,
  its general partner

 

By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary


PEGASUS PARTNERS IV, L.P.
By:   Pegasus Investors IV, L.P.
  its general partner

By:

  Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
LSGC HOLDINGS LLC
By:   Pegasus Partners IV, L.P.,
  its managing member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
LSGC HOLDINGS II LLC
By:   Pegasus Partners IV, L.P.,
  its sole member
By:   Pegasus Investors IV, L.P.,
  its general partner
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PCA LSG HOLDINGS, LLC
By:   Pegasus Capital, LLC,
  its managing member
By:  

/s/ Craig Cogut

  Name: Craig Cogut
  Title: President & Managing Member
PEGASUS INVESTORS IV, L.P.
By:   Pegasus Investors IV GP, L.L.C.,
  its general partner
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary

 

PEGASUS INVESTORS IV GP, L.L.C.
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title: General Counsel and Secretary
PEGASUS CAPITAL, LLC
By:  

/s/ Craig Cogut

  Name: Craig Cogut
  Title: President & Managing Member
 

/s/ Craig Cogut

  CRAIG COGUT