UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*
Lighting Science Group Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
53224G103
(CUSIP Number)
Daniel Stencel
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)
August 7, 2014
(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 persons 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
20,972,495 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
20,972,495 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
20,972,495 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
10.0%(1) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
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
154,089,828 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
154,089,828 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
73.5%(1) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
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
154,089,828 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
154,089,828 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
73.5%(1) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons
PEGASUS PARTNERS IV, LP 20-8228643 | |||||
(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
249,116,311(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
249,116,311(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
249,116,311(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)
83.4%(1)(2) | |||||
(14) | Type of reporting person (see instructions)
PN |
(1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
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
154,089,828 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
154,089,828 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
(12) | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in row (11)
73.5%(1) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons:
LSGC Holdings II LLC 45-3443986 | |||||
(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:
92,056,786(1) | ||||
(8) | Shared voting power:
-0- | |||||
(9) | Sole dispositive power:
92,056,786(1) | |||||
(10) | Shared dispositive power:
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
92,056,786(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):
30.8%(1)(2) | |||||
(14) | Type of reporting person (see instructions):
OO |
(1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons:
PCA LSG Holdings, LLC 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:
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
67,027,845(1) | ||||
(8) | Shared voting power:
-0- | |||||
(9) | Sole dispositive power:
67,027,845 (1) | |||||
(10) | Shared dispositive power:
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
67,027,845 (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):
24.4%(1)(2) | |||||
(14) | Type of reporting person (see instructions):
OO |
(1) | Includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 12,500 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 12,500 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons
PEGASUS INVESTORS IV, LP 20-8228567 | |||||
(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
249,116,311(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
249,116,311(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
249,116,311(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)
83.4%(1)(2) | |||||
(14) | Type of reporting person (see instructions)
PN |
(1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons
PEGASUS INVESTORS IV GP, LLC 20-8228323 | |||||
(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
254,116,311(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
254,116,311(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
254,116,311(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)
83.7%(1)(2) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
CUSIP No. 53224G103
(1) | Names of reporting persons
PEGASUS CAPITAL, LLC 06-1463162 | |||||
(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
Connecticut | |||||
Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
326,144,156(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
326,144,156 (1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
326,144,156 (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)
87.1%(1)(2) | |||||
(14) | Type of reporting person (see instructions)
OO |
(1) | Includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 32,157 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 32,157 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
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
327,387,139(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
327,387,139(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
327,387,139(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)
87.5%(1)(2) | |||||
(14) | Type of reporting person (see instructions)
IN |
(1) | Includes 640,000 shares of restricted stock issued to Pegasus Capital Advisors IV, L.P. related to director compensation in 2014 that are fully votable, but vest on January 1, 2015. Also includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 32,157 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 32,157 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P. |
(2) | Based on 209,606,581 shares of common stock outstanding as of August 14, 2014. |
Amendment No. 36 to Schedule 13D
This Amendment No. 36 amends and supplements the Schedule 13D (the Schedule 13D) filed on behalf of LED Holdings, LLC (LED Holdings), Pegasus Capital Advisors, L.P. (PCA), Pegasus Capital Advisors GP, L.L.C. (PCA GP), 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, and together with LED Holdings, PPAIV, PPLED, PPIV, LSGC Holdings, LSGC Holdings II, PCA Holdings, PIIV, PIGP and PCLLC, the Reporting Persons) 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, Amendment No. 23 filed on April 4, 2012, Amendment No. 24 filed on April 24, 2012, Amendment No. 25 filed on May 31, 2012, Amendment No. 26 filed on October 1, 2012, Amendment No. 27 filed on September 17, 2013, Amendment No. 28 filed on December 5, 2013, Amendment No. 29 filed on January 8, 2014, Amendment No. 30 filed on January 15, 2014, Amendment No. 31 filed on February 12, 2014, Amendment No. 32 filed on February 21, 2014, Amendment No. 33 filed on April 7, 2014, Amendment No. 34 filed on June 23, 2014, and Amendment No. 35 filed on August 4, 2014. Except as specifically provided herein, this Amendment No. 36 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 |
Item 3 of Schedule 13D is supplemented as follows:
The disclosure in Item 4 below is incorporated by reference herein.
Item 4. | Purpose of Transaction |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
Series J Subscription Agreement
On August 14, 2014, Lighting Science Group Corporation (the Issuer) entered into a Series J Subscription Agreement (the Series J Subscription Agreement) with PCA Holdings. On August 14, 2014, pursuant to the Series J Subscription Agreement, the Issuer issued 2,000 units of its securities (the Series J Securities) to PCA Holdings at a price of $1,000 per Series J Security and total consideration of $2,000,000. Each Series J Security consists of (A) one share of the Issuers Series J Convertible Preferred Stock, par value $0.001 per share (the Series J Preferred Stock) and (B) a warrant to purchase 2,650 shares of the Issuers common stock, at an exercise price of $0.001 per share (the Warrants). The designations, powers, rights, and preferences of the Series J Preferred Stock are governed by the Amended and Restated Certificate of Designation governing the Series J Preferred Stock (the Series J Certificate of Designation). The Warrants issued to PCA Holdings as part of the Series J Securities contain substantially identical terms as the warrants previously issued to PCA Holdings on January 3, 2014, and filed as Exhibit 4.5 to the Issuers Form 8-K filed with the SEC on January 8, 2014.
On August 7, 2014, and in connection with the transactions contemplated by the Series J Subscription Agreement, PCA, PCA Holdings and LSGC Holdings II (collectively, Pegasus), and RW LSG Holdings, LLC and its affiliates (Riverwood), as the Primary Investors of the Issuers Series H Convertible Preferred Stock (the Series H Preferred Stock) and Series I Convertible Preferred Stock (the Series I Preferred Stock), respectively, and as the joint Primary Investors of the Series J Preferred Stock, consented to: (1) the Issuers issuance and sale of up to 30,000 Series J Securities on or before December 31, 2014 and (2) the amendment and restatement of the Certificates of Designation governing the Series H Preferred Stock, the Series I Preferred Stock and the Series J Preferred Stock. Accordingly, the Series J Subscription Agreement provides that the Company is permitted (without further approval from Pegasus or Riverwood), on or before December 31, 2014, to issue up to an additional 28,000 Series J Securities (for an aggregate total of 30,000 Series J Securities) to any persons approved by the Issuer (such offering, the Series J Offering). Pursuant to this provision, on August 20, 2014, the Issuer issued an additional 2,000 Series J Securities to PCA Holdings and received an additional $2,000,000 in total consideration for such Series J Securities (for aggregate proceeds to the Issuer of $4,000,000 pursuant to the Series J Offering as of August 20, 2014).
The foregoing description of the Series J Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Series J Subscription Agreement, which is incorporated by reference as Exhibit 10.1, and is incorporated herein by reference.
In connection with the Series J Offering, and in accordance with the Series J Certificate of Designation, the Amended and Restated Certificate of Designation governing the Issuers Series H Preferred Stock (the Series H Certificate of Designation) and the Amended and Restated Certificate of Designation governing the Issuers Series I Preferred Stock (the Series I Certificate of Designation, and together with the Series H Certificate of Designation and Series J Certificate of Designation, the Certificates of Designation), the Issuer is required to offer to all holders of shares of the Issuers Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock, the right to purchase a pro rata amount of the shares of the Series J Securities issued pursuant to the Series J Offering (based upon such holders ownership of the Issuers outstanding shares of common stock on a fully diluted, as converted basis).
Amendments to Certificates of Designation
On August 14, 2014, and in connection with the transactions contemplated by the Series J Offering, the Issuer amended and restated the Series J Certificate of Designation and the Certificates of Designation governing the Series H and Series I Preferred Stock (collectively, the Amended Certificates of Designation). The Amended Certificates of Designation amend the terms of the Certificates of Designation to, among other things, (i) reinsert a covenant requiring the Issuer to obtain the consent of Riverwood and Pegasus as the Primary Investors of the Series H Preferred Stock and Series I Preferred Stock, respectively, and as the joint Primary Investors of the Series J Preferred Stock, prior to the Issuers appointment of a new, removal of the then-current, or determination or modification of any compensation for the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Chief Technology Officer (or equivalents thereof) and (ii) make certain other clarifying amendments to the Certificates of Designation.
The Reporting Persons refer you to the Issuers Form 8-K filed with the SEC on August 20, 2014, for the full texts of the Series J Certificate of Designation, Amended and Restated Certificate of Designation governing the Series H Preferred Stock and the Amended and Restated Certificate of Designation governing the Series I Preferred Stock, attached thereto as Exhibits 4.1, 4.2 and 4.3, respectively.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer, including but not limited to common stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer 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 and/or their affiliates may deem material to its investment decision. Also, the Reporting Persons and/or their affiliates have had and will continue to have discussions with management regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein and/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 |
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) (b) Items 7 through 11 and 13 of each of the cover pages of this amended Schedule 13D are incorporated herein by reference. Such information is based upon 209,606,581 shares of common stock outstanding as of August 14, 2014.
(c) Except as set forth herein and/or 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 60 days.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(f) of Amendment No. 28 to this Schedule 13D is incorporated by reference herein.
(e) N/A
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The disclosure in Item 4 is incorporated by reference herein.
The Series J Subscription Agreement is incorporated by reference as Exhibit 10.1 to this Amendment No. 36 to Schedule 13D and is incorporated by reference herein.
Item 7. | Material to be Filed as Exhibits |
Exhibit |
Description | |
10.1 | Series J Subscription Agreement, dated August 14, 2014, by and between Lighting Science Group Corporation and PCA LSG Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the SEC on August 20, 2014). |
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: August 20, 2014
LED HOLDINGS, LLC | ||
By: | /s/ Daniel Stencel | |
Name: | Daniel Stencel | |
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., | |
its general partner | ||
By: | /s/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
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/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer |
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/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
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/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
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/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
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/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
PEGASUS INVESTORS IV GP, L.L.C. | ||
By: | /s/ Daniel Stencel | |
Name: | Daniel Stencel | |
Title: | Chief Financial Officer and Treasurer | |
PEGASUS CAPITAL, LLC | ||
By: | /s/ Craig Cogut | |
Name: | Craig Cogut | |
Title: | President & Managing Member | |
/s/ Craig Cogut | ||
CRAIG COGUT |