SEC Form 4
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*
PEGASUS PARTNERS IV LP

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSCG.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 2,969,697 D
Common Stock 05/25/2012 D(1) 2,505,000 D (1) 165,167,143 I See Footnotes(2)(3)(4)
Series G Preferred Stock 05/25/2012 D(5)(6) 14,958 D (5)(6) 0 I See Footnotes(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 I Convertible Preferred Stock $1.18 05/25/2012 A(5)(6) 15,577 05/25/2012 (5)(6) Common Stock (5)(6) (5)(6) 15,577 I See Footnotes(2)(3)(4)
Option to purchase $1,000 05/25/2012 A(7)(8) 21,131 05/25/2012 (7)(8) Series I Convertible Preferred Stock 21,131 $1,000 21,131 D
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV LP

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pegasus Investors IV, L.P.

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pegasus Investors IV GP, LLC

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LSGC Holdings LLC

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LSGC Holdings II LLC

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PP IV LED, LLC

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PP IV (AIV) LED, LLC

(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On May 25, 2012, Lighting Science Group Corporation (the "Issuer"), LSGC Holdings LLC ("Holdings") and Continental Casualty Company ("CCC") entered into an Exchange and Redemption Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, Holdings agreed to surrender to the Issuer 2,505,000 shares of the Issuer's common stock in connection with the Issuer indemnifying Holdings for the cost of redeeming 15,000,000 senior preferred membership interests of Holdings held by CCC pursuant to the Issuer's prior indemnification obligation under the Letter Agreement dated January 17, 2012, by and between the Issuer and Holdings. As a result of its representation on the Board of Directors of the Issuer, Holdings has been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Exchange Agreement in advance of the Issuer, Holdings and CCC entering into the Exchange Agreement.
2. Following the transactions reported herein, Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own 133,117,333 shares of the Issuer's common stock directly held by Holdings because of Pegasus Partners' relationship with Holdings. Pegasus Partners is the managing member of Holdings. Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Craig Cogut may be deemed to directly or indirectly control Pegasus Capital. Pegasus Capital and Craig Cogut are filing Forms 4 separately. Pegasus Partners also may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 15,577 shares of the Issuer's Series I Convertible Preferred Stock (the "Series I Preferred Stock"), an option to purchase 21,131 shares
3. (Continued from Footnote 2) of Series I Preferred Stock and an option to purchase 642 of the Issuer's Series G Units directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. Pegasus Partners also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED") due to its relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)") may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock directly held by LED and the 133,117,333 shares of the Issuer's common stock directly held by Holdings due to their membership interests in Holdings.
4. (Continued from Footnote 3) Each of Pegasus Partners, Pegasus Investors and Pegasus GP disclaim beneficial ownership of the securities directly held by Holdings, Holdings II and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Partners, Pegasus Investors or Pegasus Investors GP is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Each of PP IV and PP IV (AIV) disclaim beneficial ownership of the securities directly held by LED and Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either of PP IV or PP IV (AIV) is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
5. On May 25, 2012, Holdings II notified the Issuer that pursuant to the terms of the Certificate of Designation of the Series G Preferred Stock (the "Series G COD") and due to the occurrence of a Subsequent Transaction (as defined in the Series G COD), Holdings II elected to exchange all of its shares of the Issuer's Series G Preferred Stock for shares of the Issuer's Series I Preferred Stock (the "Preferred Stock Exchange"). Pursuant to the Preferred Stock Exchange, Holdings II exchanged 14,958 shares of the Issuer's Series G Preferred Stock for 15,577 shares of the Issuer's Series I Preferred Stock. Each share of Series I Preferred Stock is immediately convertible into approximately 847 shares of the Issuer's common stock, subject to certain adjustments and alteration in the Stated Value (as defined in the Certificate of Designation of the Series I Preferred Stock, the "Series I COD") described in the Series I COD. The Series I Preferred Stock has no expiration date.
6. (Continued from Footnote 5) As a result of its representation on the Board of Directors of the Issuer, Holdings II has been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Preferred Stock Exchange in advance of the Preferred Stock Exchange.
7. On May 25, 2012, the Issuer, Pegasus Partners, PCA LSG Holdings, LLC ("PCA Holdings"), Holdings II and Pegasus Capital Advisors, L.P. ("Pegasus Advisors", and together with Pegasus Partners, PCA Holdings and Holdings II, the "Investors") entered into a Commitment Agreement (the "Commitment Agreement") pursuant to which the Investors agreed to purchase or cause to be purchased (through assignment as discussed below) an aggregate of 21,131 shares of the Issuer's Series I Preferred Stock by the four-month anniversary of the date of the Commitment Agreement (the "Maturity Date"). Pursuant to the Commitment Agreement, at any time and from time to time from the date of the Commitment Agreement until the Maturity Date, any of Pegasus Partners, PCA Holdings, Holdings II or Pegasus Capital Advisors may assign its right to buy any amount of Series I Preferred Stock up to the 21,131 shares the Investors are committed to buy by the Maturity Date
8. (Continued from Footnote 7) to any other person without the consent of the Issuer and the assignee will execute a subscription agreement with the Issuer. The purchase price per share of Series I Preferred Stock will be $1,000. As a result of their representation on the Board of Directors of the Issuer, the Investors have each been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Commitment Agreement in advance of the Issuer and the Investors entering into the Commitment Agreement.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Lighting Science Group Corporation.
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, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer 05/29/2012
PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer 05/29/2012
PEGASUS INVESTORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer 05/29/2012
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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer 05/29/2012
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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer 05/29/2012
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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer 05/29/2012
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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer 05/29/2012
** 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).
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