| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSGC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2009 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Series C Preferred Stock | 01/28/2009 | S | 11,764 | D | $12.75 | 239,975 | D(1)(2) | |||
|
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 | ||||||||
| Warrant (option to purchase) | $0.85 | 01/28/2009 | J(3) | 176,460 | (4)(5)(6) | 12/31/2013 | Common Stock | 176,460 | (3) | 3,599,618 | D(1)(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The securities to which this report relates are held by Pegasus Partners IV, LP ("Pegasus Partners"). Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut ("Mr. Cogut", together with Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital, the "Reporting Persons"). By virtue of the foregoing, the Reporting Persons may be deemed share voting power and power to direct the desposition of the securities reported herein. (Continued on the next footnote) |
| 2. (Continued from the last footnote) Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective indirect pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Investors, Pegasus GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 3. Warrant sold in connection with the sale of Series C Preferred Stock. |
| 4. The warrant becomes exercisable upon a voluntary or involuntary liquidation, dissolution or winding-up of the Issuer, a change of control of the Issuer or the redemption, repurchase or other acquisition of all of the shares of Series C Preferred Stock by the Issuer, but in no event before 75 days after the date of issuance of the warrant. Change of control is defined as the existence or occurrence of any of the following: (a) the sale, conveyance, contribution or disposition of all or substantially all of the assets of the Issuer (including pursuant to a joint venture arrangement or other transaction in which the Issuer receives more than fifty percent (50%) of the voting equity in another entity or a general partnership); (b) the effectuation of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of (continued on the next footnote) |
| 5. (Continued from the last footnote)...(other than as a direct result of normal, uncoordinated trading activities in the common stock generally); (c) the consolidation, merger or other business combination of the Issuer with or into any other entity, immediately following which the prior stockholders of the Issuer fail to own, directly or indirectly, at least fifty percent (50%) of the voting equity of the surviving entity; (d) a transaction or series of transactions in which any person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than fifty percent (50%) of the voting equity of the Issuer; (e) the replacement of a majority of the board of directors with individuals who were not nominated or elected by at least a majority of the directors at the time of such replacement; (Continued on the next footnote) |
| 6. (Continued from the last footnote)... or (f) a transaction or series of transactions that constitutes or results in a "going private transaction" (as defined in Section 13(e) of the Exchange Act and the regulations of the U.S. Securities and Exchange Commission issued thereunder). |
| Remarks: |
| Pegasus Partners IV, L.P. By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President | 01/28/2009 | |
| Pegasus Investors IV, LP By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President | 01/28/2009 | |
| Pegasus Investors IV GP, LLC /s/ Richard Weinberg, Vice President | 01/28/2009 | |
| Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member | 01/29/2009 | |
| /s/ Craig Cogut | 01/29/2009 | |
| ** 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. | ||