FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Revolution Lighting Technologies, Inc. [ RVLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share | 800,000 | D | ||||||||
Common Stock, par value $0.001 per share | 12/01/2014 | C | 28,092,176 | A | (1) | 74,245,868(1) | I | By limited liability company(7) | ||
Common Stock, par value $0.001 per share | 12/01/2014 | P | 8,207,995 | A | (1) | 82,453,863(1) | I | By limited liability company(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock, par value $0.001 | $0.13 | 12/01/2014 | C | 2 | (2) | (2) | Common Stock, par value $0.001 per share | 153(2) | $0 | 0 | I | By limited liability company(7) | |||
Series C Convertible Preferred Stock, par value $0.001 | $0.6889 | 12/01/2014 | C | 10,224 | 05/15/2013 | (3) | Common Stock, par value $0.001 per share | 15,444,912(3) | $0 | 0 | I | By limited liability company(7) | |||
Series E Convertible Redeemable Preferred Stock, par $0.001 | $1.17 | 12/01/2014 | C | 5,000 | 05/15/2013 | (4) | Common Stock, par value $0.001 per share | 4,441,025(4) | $0 | 0 | I | By limited liability company(7) | |||
Series G Convertible Redeemable Preferred Stock, par $0.001 | $2.3 | 12/01/2014 | C | 18,000 | (5) | (5) | Common Stock, par value $0.001 per share | 8,206,086(5)(6) | $0 | 0 | I(6) | By limited liability company(7) |
Explanation of Responses: |
1. Pursuant to the Exchange Agreement dated November 25, 2014 (the "Exchange Agreement") between Revolution Lighting Technologies, Inc. (the "Issuer") and RVL 1 LLC ("RVL") and the certificate of designations relating to each outstanding series of preferred stock of the Issuer, on December 1, 2014, RVL converted each such series of preferred stock, including accrued but unpaid dividends thereon, as applicable, into an aggregate of 28,092,176 shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock"). As consideration for RVL's conversion of preferred stock and the extinguishment of all rights relating thereto under the applicable certificate of designations, the Issuer issued to RVL 8,207,995 additional shares of Common Stock. |
2. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series B Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the "Series B Stock"), on December 1, 2014, RVL converted two outstanding shares of Series B Stock into 153 shares of Common Stock. Such shares of Series B Stock had become convertible immediately upon issuance and had no expiration date. |
3. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series C Senior Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the "Series C Stock"), on December 1, 2014, RVL converted 10,224 outstanding shares of Series C Stock, plus 416 shares of Series C Stock representing accrued but unpaid dividends thereon, into 15,444,912 shares of Common Stock. Such shares of Series C Stock had no expiration date. |
4. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series E Convertible Redeemable Preferred Stock, par value $0.001 per share, of the Issuer (the "Series E Stock"), on December 1, 2014, RVL converted 5,000 outstanding shares of Series E Stock, plus 196 shares of Series E Stock representing accrued but unpaid dividends thereon, into 4,441,025 shares of Common Stock. Such shares of Series E Stock had no expiration date. |
5. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series G Senior Convertible Redeemable Preferred Stock, par value $0.001 per share, of the Issuer (the "Series G Stock"), on December 1, 2014, RVL elected to convert 18,000 outstanding shares of Series G Stock, plus 874 shares of Series G Stock representing accrued but unpaid dividends thereon, into 8,206,086 shares of Common Stock. Such shares of Series G Stock had become convertible immediately upon issuance and had no expiration date. |
6. Previously, 5,404.31 shares of Series G Stock were reported as directly owned by RVL, and 12,595.69 shares of Series G Stock were incorrectly reported as directly owned by Aston Capital, LLC ("Aston"). The 12,595.69 shares of Series G Stock were issued to RVL as designee of Aston. |
7. Aston is the managing member of RVL. As a result of the foregoing, Aston may be deemed to possess the power to vote and to direct the disposition of the securities of the Issuer beneficially owned by RVL and may be deemed to beneficially own such securities. The Reporting Person's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any. |
/s/ Robert V. LaPenta | 12/03/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |