0001193125-15-037028.txt : 20150206 0001193125-15-037028.hdr.sgml : 20150206 20150206134510 ACCESSION NUMBER: 0001193125-15-037028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150206 DATE AS OF CHANGE: 20150206 GROUP MEMBERS: CRAIG COGUT GROUP MEMBERS: LSGC HOLDINGS II LLC GROUP MEMBERS: LSGC HOLDINGS III LLC GROUP MEMBERS: LSGC HOLDINGS LLC GROUP MEMBERS: PCA LSG HOLDINGS, LLC GROUP MEMBERS: PEGASUS CAPITAL, LLC GROUP MEMBERS: PEGASUS INVESTORS IV GP, L.L.C. GROUP MEMBERS: PEGASUS INVESTORS IV, LP GROUP MEMBERS: PEGASUS INVESTORS V (GP), L.L.C. GROUP MEMBERS: PEGASUS INVESTORS V, L.P. GROUP MEMBERS: PEGASUS PARTNERS IV, LP GROUP MEMBERS: PEGASUS PARTNERS V, L.P. 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: 15583602 BUSINESS ADDRESS: STREET 1: 1830 PENN STREET CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1830 PENN STREET CITY: MELBOURNE STATE: FL ZIP: 32901 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 d865472dsc13da.htm SC 13D//A SC 13D//A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 39)*

 

 

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)

January 30, 2015

(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

  (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 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PP IV (AIV) LED, 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

 

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)

 

73.4% (1)

(14)

Type of reporting person (see instructions)

 

OO

 

(1) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PP IV LED, 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

 

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)

 

73.4% (1)

(14)

Type of reporting person (see instructions)

 

OO

 

(1) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


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

 

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)

 

83.3% (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 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

LSGC HOLDINGS 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

 

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)

 

73.4% (1)

(14)

Type of reporting person (see instructions)

 

OO

 

(1) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


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):

 

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 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

LSGC HOLDINGS III 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

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power

 

72,293,882 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

72,293,882 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

72,293,882 (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)

 

25.6% (1)(2)

(14)

Type of reporting person (see instructions)

 

OO

 

(1) Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.
(2) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons:

 

PCA LSG HOLDINGS, 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:

 

52,217,319 (1)

  (8)

Shared voting power:

 

-0-

  (9)

Sole dispositive power:

 

52,217,319 (1)

(10)

Shared dispositive power:

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person:

 

52,217,319 (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):

 

20.0% (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, 8,500 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 8,500 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.
(2) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


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

 

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)

 

83.3% (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 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PEGASUS INVESTORS IV GP, L.L.C.

  (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)

 

83.6% (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 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PEGASUS PARTNERS V, L.P.

  (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

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power

 

72,293,882 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

72,293,882 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

72,293,882 (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)

 

25.6% (1)(2)

(14)

Type of reporting person (see instructions)

 

PN

 

(1) Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.
(2) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PEGASUS INVESTORS V, L.P.

  (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

 

72,293,882 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

72,293,882 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

72,293,882 (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)

 

25.6% (1)(2)

(14)

Type of reporting person (see instructions)

 

PN

 

(1) Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.
(2) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


CUSIP No. 53224G103

 

  (1) 

Names of reporting persons

 

PEGASUS INVESTORS V (GP), L.L.C.

  (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

 

77,293,882 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

77,293,882 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

77,293,882 (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)

 

26.9% (1)(2)

(14)

Type of reporting person (see instructions)

 

OO

 

(1) Includes common stock issuable upon the conversion of 19,525 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, 19,525 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 V, L.P.
(2) Based on 209,948,400 shares of common stock outstanding as of January 29, 2015.


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

 

Connecticut

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power

 

383,627,512 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

383,627,512 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

383,627,512 (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)

 

88.8% (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, 47,682 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, 47,682 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 209,948,400 shares of common stock outstanding as of January 29, 2015.


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

 

384,801,454 (1)

  (8)

Shared voting power

 

-0-

  (9)

Sole dispositive power

 

384,801,454 (1)

(10)

Shared dispositive power

 

-0-

(11)

Aggregate amount beneficially owned by each reporting person

 

384,801,454 (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)

 

89.0% (1)(2)

(14)

Type of reporting person (see instructions)

 

IN

 

(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, 47,682 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, 47,682 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 209,948,400 shares of common stock outstanding as of January 29, 2015.


Amendment No. 39 to Schedule 13D

This Amendment No. 39 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”) 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, Amendment No. 35 filed on August 4, 2014, Amendment No. 36 filed on August 20, 2014, Amendment No. 37 filed on September 5, 2014, and Amendment No. 38 filed on November 25, 2014. Except as specifically provided herein, this Amendment No. 39 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 2. Identity and Background

Item 2 of this Schedule 13D is hereby replaced as follows:

(a) The Reporting Persons are:

1. LED Holdings, LLC

2. PP IV (AIV) LED, LLC

3. PP IV LED, LLC

4. Pegasus Partners IV, L.P.

5. LSGC Holdings LLC

6. LSGC Holdings II LLC

7. LSGC Holdings III LLC

8. PCA LSG Holdings, LLC

9. Pegasus Investors IV, L.P.

10. Pegasus Investors IV GP, L.L.C.

11. Pegasus Partners V, L.P.

12. Pegasus Investors V, L.P.

13. Pegasus Investors V (GP), L.L.C.

14. Pegasus Capital, LLC


15. Craig Cogut

(b) The business address of each of the Reporting Persons is:

c/o Pegasus Capital Advisors, L.P.

99 River Road

Cos Cob, CT 06807

(c) Each of the Reporting persons is engaged in the business of investment.

(d) The Reporting persons (and the persons listed in Appendix A) have not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons (and the persons listed in Appendix A) have not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Citizenship of the Reporting Persons is as follows:

1. LED Holdings, LLC - Delaware

2. PP IV (AIV) LED, LLC - Delaware

3. PP IV LED, LLC - Delaware

4. Pegasus Partners IV, L.P. – Delaware

5. LSGC Holdings LLC – Delaware

6. LSGC Holdings II LLC – Delaware

7. LSGC Holdings III LLC – Delaware

8. PCA LSG Holdings, LLC – Delaware

9. Pegasus Investors IV, L.P. – Delaware

10. Pegasus Investors IV GP, L.L.C. – Delaware

11. Pegasus Partners V, L.P. – Delaware

12. Pegasus Investors V, L.P. – Delaware

13. Pegasus Investors V (GP), L.L.C. – Delaware

14. Pegasus Capital, LLC – Connecticut

15. Craig Cogut – United States

PPIV is the managing member of LSGC Holdings and the sole member of LSGC Holdings II. PIIV is the general partner of PPIV and PIGP is the general partner of PIIV. PIGP is wholly owned by PCLLC. PCLLC may be deemed to be directly or indirectly controlled by Mr. Cogut. PCLLC is the managing member of PCA Holdings. As disclosed above, PCLLC may be deemed to be directly or indirectly controlled by Mr. Cogut.

Each of PPIV, PIIV, PIGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of Lighting Science Group Corporation (the “Issuer”) as to which this Amendment No. 39, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this Amendment No. 39 shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes.

LSGC Holdings, as a controlling member of LED Holdings may be deemed to be the beneficial owner of shares of common stock of the Issuer held by LED Holdings. LSGC Holdings disclaims beneficial ownership of the shares of common stock held by LED Holdings, and this Amendment No. 39, as may be amended, shall not be deemed an admission that LSGC Holdings is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.


Pegasus Partners V, L.P. (“PPV”) is the sole member of LSGC Holdings III LLC (“LSGC Holdings III”). Pegasus Investors V, L.P. (“PIV”) is the general partner of PPV and Pegasus Investors V (GP), L.L.C. (“PIVGP”) is the general partner of PIV. PCLLC is the sole member of PIVGP and, as disclosed above, PCLLC may be deemed to be directly or indirectly controlled by Mr. Cogut.

Each of PPV, PIV, PIVGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of the Issuer held by LSGC Holdings III, and this Amendment No. 39 shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes.

The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith.

Attached as Appendix A is information required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D by each applicable Reporting Person. Appendix A is incorporated by reference herein.

 

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:

Securities Purchase Agreement

Pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and between PCA Holdings and LSGC Holdings III dated January 30, 2015, LSGC Holdings III purchased from PCA Holdings 8,000 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit for total consideration of $8,000,000. Each Series J Unit consists of one share of Series J Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”), and a warrant to purchase 2,650 shares of the Issuer’s common stock. Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer’s common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock (the “Series J Preferred COD”). The Series J Preferred Stock has no expiration date. The designations, powers, rights, and preferences of the Series J Preferred Stock are governed by the Series J Preferred COD, which was filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 20, 2014.

The warrants included in the Series J Units contain substantially the same terms as the warrants issued to PCA Holdings on January 3, 2014, a copy of which was filed as Exhibit 4.5 to the Issuer’s Form 8-K filed with the SEC on January 8, 2014. However, of the 8,000 warrants included in the 8,000 Series J Units, 4,000 of the warrants could be exercised beginning on August 27, 2014 (the “August 27 Warrants”), 2,000 of the warrants could be exercised beginning on August 20, 2014 (the “August 20 Warrants”), and 2,000 of the warrants could be exercised beginning on August 14, 2014 (the “August 14 Warrants”, and together with the August 27 Warrants and August 20 Warrants, the “Purchased Warrants”). Each of the Purchased Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Purchased Warrants. The August 27 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 27, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 27 Warrants), or (iii) the date of any Change of Control (as defined in the August 27 Warrants). The August 20 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 20, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 20 Warrants), or (iii) the date of any Change of Control (as defined in the August 20 Warrants). The August 14 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 14, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 14 Warrants), or (iii) the date of any Change of Control (as defined in the August 14 Warrants).

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.1, and is incorporated herein by reference.


Series J Subscription Agreement

Pursuant to a Series J Subscription Agreement by and between the Issuer and LSGC Holdings III dated January 30, 2015 (the “Series J Subscription Agreement”), LSGC Holdings III purchased 11,525 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit for total consideration of $11,525,000. Each Series J Unit consists of one share of Series J Preferred Stock and a warrant to purchase 2,650 shares of the Issuer’s common stock (a “Subscription Agreement Warrant”). Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer’s common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Series J Preferred COD. The Series J Preferred Stock has no expiration date. The designations, powers, rights, and preferences of the Series J Preferred Stock are governed by the Series J Preferred COD, which was filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 20, 2014.

The Subscription Agreement Warrants contain substantially the same terms as the warrants issued to PCA Holdings on January 3, 2014, a copy of which was filed as Exhibit 4.5 to the Issuer’s Form 8-K filed with the SEC on January 8, 2014. The Subscription Agreement Warrants have an exercise price of $0.001, subject to adjustment as set forth in the Subscription Agreement Warrants and may be exercised beginning on January 30, 2015. The Subscription Agreement Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) January 30, 2020, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Subscription Agreement Warrants), or (iii) the date of any Change of Control (as defined in the Subscription Agreement Warrants).

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 99.2, and is incorporated herein by reference.

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 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 Issuer’s 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 209,948,400 shares of common stock outstanding as of January 29, 2015.

(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 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 Securities Purchase Agreement is filed as Exhibit 99.1 to this Amendment No. 39 to Schedule 13D and is incorporated by reference herein.

The Series J Subscription Agreement is incorporated by reference as Exhibit 99.2 to this Amendment No. 39 to Schedule 13D and is incorporated by reference herein.

On February 6, 2015, the Reporting Persons entered into an Agreement Regarding the Joint Filing of Schedule 13D (the “Joint Filing Agreement”) in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is filed as Exhibit 99.3 to this Amendment No. 39 to Schedule 13D and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit

  

Description

99.1    Securities Purchase Agreement, dated January 30, 2015, by and between PCA LSG Holdings, LLC and LSGC Holdings III LLC.
99.2    Series J Subscription Agreement, dated January 30, 2015, by and between Lighting Science Group Corporation and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 5, 2015).
99.3    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: February 6, 2015

 

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
LSGC HOLDINGS III LLC
By:

Pegasus Partners V, L.P.,

its sole member

By:

Pegasus Investors V, L.P.,

its general partner

By:

Pegasus Investors V (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 PARTNER V, L.P.
By:

Pegasus Investors V, L.P.,

its general partner

By:

Pegasus Investors V (GP), L.L.C.,

its general partner

By:

/s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer and Treasurer
PEGASUS INVESTORS V, L.P.
By:

Pegasus Investors V (GP), L.L.C.,

its general partner

By:

/s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer and Treasurer


PEGASUS INVESTORS V (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


Appendix A

BOARD OF MANAGERS OF LED HOLDINGS, LLC

 

Name

 

Position

 

Address

Richard Davis   Manager  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Manager  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

EXECUTIVE OFFICERS OF PP IV (AIV) LED, LLC

 

Name

 

Position

 

Address

Richard Davis   President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Vice President and Treasurer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

EXECUTIVE OFFICERS OF PP IV LED, LLC

 

Name

 

Position

 

Address

Richard Davis   President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Vice President and Treasurer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

GENERAL PARTNER OF PEGASUS PARTNERS IV, L.P.

 

Name

 

Position

 

Address

Pegasus Investors IV, L.P.   General Partner  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

MANAGING MEMBER OF LSGC HOLDINGS LLC

 

Name

 

Position

 

Address

Pegasus Partners IV, L.P.   Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

MANAGING MEMBER OF LSGC HOLDINGS II LLC

 

Name

 

Position

 

Address

Pegasus Partners IV, L.P.   Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

GENERAL PARTNER OF PEGASUS INVESTORS IV, L.P.

 

Name

 

Position

 

Address

Pegasus Investors IV GP, L.L.C.   General Partner  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807


MANAGING MEMBER AND EXECUTIVE OFFICERS OF PEGASUS INVESTORS IV GP, L.L.C.

 

Name

 

Position

 

Address

Pegasus Capital, LLC   Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Craig Cogut   President and Chairman  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Eric Gribetz   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Alec Machiels   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Richard Davis   Chief Operating Officer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Andrew Cooper   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Chief Financial Officer and Treasurer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Anne Frank-Shapiro   Chief Compliance Officer and Chief Administrative Officer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

MANAGING MEMBER AND EXECUTIVE OFFICER OF PEGASUS CAPITAL, LLC

 

Name

 

Position

 

Address

Craig Cogut   President and Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

MANAGING MEMBER AND EXECUTIVE OFFICERS OF PCA LSG Holdings, LLC

 

Name

 

Position

 

Address

Pegasus Capital, LLC   Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Craig Cogut   President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Chief Financial Officer and Treasurer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

SOLE MEMBER OF LSGC HOLDINGS III LLC

 

Name

 

Position

 

Address

Pegasus Partners V, L.P.   Sole Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

GENERAL PARTNER OF PEGASUS PARTNERS V, L.P.

 

Name

 

Position

 

Address

Pegasus Investors V, L.P.   General Partner  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807


GENERAL PARTNER OF PEGASUS INVESTORS V, L.P.

 

Name

 

Position

 

Address

Pegasus Investors V (GP), L.L.C.   General Partner  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

MANAGING MEMBER AND EXECUTIVE OFFICERS OF PEGASUS INVESTORS V (GP), L.L.C.

 

Name

 

Position

 

Address

Pegasus Capital, LLC   Managing Member  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Craig Cogut   President and Chairman  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Eric Gribetz   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Alec Machiels   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Richard Davis   Chief Operating Officer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Andrew Cooper   Vice President  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Daniel Stencel   Chief Financial Officer and Treasurer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

Anne Frank-Shapiro   Chief Compliance Officer and Chief Administrative Officer  

c/o Pegasus Capital Advisors,

99 River Road, Cos Cob, CT 06807

EX-99.1 2 d865472dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 30, 2015, by and between PCA LSG Holdings, LLC, a Delaware limited liability company (the “Seller”) and LSGC Holdings III LLC, a Delaware limited liability company (the “Buyer”).

WHEREAS, on or about August 14, 2014, August 20, 2014, and August 27, 2014, the Seller subscribed for and acquired an aggregate of 8,000 units from Lighting Science Group Corporation, a Delaware corporation (“LSG”), each unit (a “Series J Unit”) consisting of (i) one share of Series J Convertible Preferred Stock, par value $0.001 per share of LSG (the “Series J Preferred”) and (ii) a warrant to purchase up to 2,650 shares of common stock, par value $0.001 per share, of LSG (the “Common Stock,” and each such warrant, a Series J Warrant); and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Seller desires to sell to the Buyer, and the Buyer desires to buy from the Seller, 8,000 Series J Units.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows:

1. Purchase and Sale of Purchased Securities.

(a) Payment for Securities. Subject to the provisions of this Agreement, and relying upon the representations and warranties set forth herein, the Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to the Buyer, 8,000 Series J Units free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”) (other than restrictions on transfer or Encumbrances under applicable state and federal securities laws and, with respect to the Series J Preferred, pursuant to the Amended and Restated Certificate of Designation governing the Series J Preferred (collectively, “Permitted Encumbrances”)), for a purchase price of $1,000 per Series J Security for an aggregate consideration equal to $8 million (the “Purchase Price”), which shall be paid in United States dollars.

(b) In connection with the purchase and sale of the Purchased Securities, and effective upon the consummation thereof, in accordance with Section 5(g) of that certain Series J Subscription Agreement, dated as of August 14, 2014, by and among LSG and the investors from time to time party thereto, including the Seller (the “Subscription Agreement”), the Seller hereby transfers and assigns all of its rights, privileges and obligations under the Subscription Agreement in respect of the Purchased Securities and the Buyer hereby assumes all of the Seller’s rights, privileges and obligations under the Subscription Agreement in respect of the Purchased Securities.

(c) Closing.

(i) The purchase and sale of the Series J Units contemplated hereby shall take place at a closing (the “Closing”), which shall occur concurrently with the execution hereof. Any Series J Units sold pursuant to this Section 1(b)(i) (as a unit, and with respect to each of its constituent parts) shall be deemed to be “Purchased Securities” for all purposes under this Agreement.


(ii) At the Closing the Buyer shall transmit, or cause to be transmitted, by wire transfer of immediately available funds to the Seller, an amount equal to the Purchase Price.

(iii) At or as promptly as practicable following the Closing, the Seller and the Buyer shall cooperate and instruct LSG or its transfer agent, as applicable, to reflect the sale and transfer of the Purchased Securities on the books and records of LSG, and shall execute and deliver to LSG or its transfer agent, as applicable, such documents, certificates or other agreements as may be required thereby in connection with the foregoing transfer and sale.

(iv) For the avoidance of doubt, the parties hereto hereby agree that the effective date of the Closing as contemplated hereunder shall be 12:01 a.m., New York City time, on January 30, 2015 (the “Effective Time”), and the parties hereto hereby agree to enter into such arrangements and take any and all actions (including without limitation the execution of irrevocable voting proxies and assignments of dividends and distributions made in respect of the Purchased Securities following the Effective Time) as are reasonably necessary to give effect to the foregoing sale and transfer.

2. Seller Representations and Warranties. The Seller hereby represents and warrants to the Buyer as of the date hereof as follows:

(a) The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power to carry on its business as presently conducted.

(b) The Seller has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.

(c) The Purchased Securities have been duly authorized by LSG, are validly issued, fully paid and non-assessable.

(d) The Seller is the record owner of, and has good, valid and marketable title to, the Purchased Securities, free and clear of all Encumbrances (other than Permitted Encumbrances). The Seller has the right, authority and power to sell, assign and transfer the Purchased Securities to the Buyer. Upon delivery to the Buyer of the Purchased Securities, the Buyer shall acquire good, valid and marketable title to the Purchased Securities, free and clear of all Encumbrances (other than Permitted Encumbrances).

(e) The execution, delivery and performance by the Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance (other than Permitted Encumbrances) on the Purchased Securities pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Seller is a party or is subject or by which the Purchased Securities are bound.

 

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(f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

3. Buyer Representations and Warranties. The Buyer represents and warrants to the Seller as of the date hereof as follows:

(a) The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power to carry on its business as presently conducted.

(b) The Buyer has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.

(c) The execution, delivery and performance by the Buyer of this Agreement do not conflict with, violate or result in the breach of, any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Buyer is a party or is subject.

(d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.

(e) The Buyer is acquiring the Purchased Securities for the Buyer’s own account, and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “1933 Act”), or any state securities laws, and that the Purchased Securities may not be transferred or sold except pursuant to the registration provisions of the 1933 Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(f) The Buyer is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. The Buyer understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. The Buyer has carefully considered and has, to the extent the Buyer deems necessary, discussed with the Buyer’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Securities.

(g) The Buyer is able to bear the economic risk of its investment in the Purchased Securities for an indefinite period of time because the Purchased Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. The Buyer: (i) understands and acknowledges that the Purchased Securities being sold to the Buyer have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to the Buyer or the fairness of the terms of its investment in the Purchased Securities.

 

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(h) The Buyer has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such other information concerning LSG as has been requested.

(i) The Buyer is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the Securities and Exchange Commission (the “SEC”) or its staff.

4. Miscellaneous Provisions.

(a) Buyer agrees not to make any sale, transfer or other disposition of the Purchased Securities in violation of the 1933 Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “1934 Act”), or any applicable securities laws.

(e) Choice of Law. The laws of the State of New York without reference to any conflict of laws provisions thereof that would result in the application of the law of a different jurisdiction, will govern all questions concerning the construction, validity and interpretation of this Agreement.

(f) Amendment and Waiver. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Seller and the Buyer. No delay or failure of either party in exercising any right, power or remedy of such party hereunder shall affect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder of the parties are cumulative and not exclusive of any rights or remedies which it would otherwise have.

(g) Counterparts. This Agreement may be executed in counterparts (including via facsimile or e-mail in .pdf format), each of which shall be an original and all of which shall constitute a single agreement.

(h) Effectiveness. It is understood that this Agreement is not effective and binding upon any of the parties hereto until executed and delivered by each of the parties hereto.

(i) Headings. The headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(j) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Seller and the Buyer and the final expression thereof and supersedes any and all prior agreements and understandings, written or oral, formal or informal, between the Seller and the Buyer relating to the subject matter hereof and thereof.

 

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(l) WAIVER OF JURY TRIAL. THE BUYER AND THE SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE SELLER OR THE BUYER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

(m) Rules of Construction. Words such as “herein,” “hereunder,” “hereof” and the like shall be deemed to refer to this Agreement as a whole and not to any particular document or Article, Section or other portion in which such words appear. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Any reference to any federal, state, local or foreign statute, law or other legal regulation shall be deemed to also to refer to all rules and regulations promulgated thereunder. References herein to “$” shall be references to United States Dollars. The words “include” and “including” shall be deemed to mean “include, without limitation,” and “including, without limitation”. In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted jointly by the parties and no presumption or burden of proof must arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(n) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

 

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

            /s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer & Treasurer
BUYER:
LSGC Holdings III LLC
By: Pegasus Partners V, L.P., its sole member
By: Pegasus Investors V, L.P., its general partner
By: Pegasus Investors V (GP), L.L.C., its general partner
By:

            /s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer

Signature Page to Securities Purchase Agreement

EX-99.3 3 d865472dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto with respect to the securities referenced in such statement, as amended, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. Additionally, 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: February 6, 2015

 

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


LSGC HOLDINGS III LLC
By:

Pegasus Partners V, L.P.,

its sole member

By:

Pegasus Investors V, L.P.,

its general partner

By:

Pegasus Investors V (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 PARTNERS V, L.P.
By:

Pegasus Investors V, L.P.

its general partner

By:

Pegasus Investors V (GP), L.L.C.,

its general partner

By:

/s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer and Treasurer


PEGASUS INVESTORS V, L.P.
By:

Pegasus Investors V (GP), L.L.C.,

its general partner

By:

/s/ Daniel Stencel

Name: Daniel Stencel
Title: Chief Financial Officer and Treasurer
PEGASUS INVESTORS V (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