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)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSGC.PK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2009
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
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
Convertible Note(1) $1.006 08/27/2009 H 31,461,232 (2) (3) Units(4) 31,461,232 (5) 0 D(6)(7)
Convertible Note(1) $1.006 08/27/2009 P 32,650,715 (8) (9) Units(10) 32,650,715 (5) 32,650,715 D(6)(7)
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV LP

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

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

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

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

(Last) (First) (Middle)
C/O PEGASUS CAPITAL, LLC
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The two transactions reported in Table II above involve the amendment of an outstanding Convertible Note. The amendment is reported above as the termination of the "original" Convertible Note (the "Original Convertible Note") and the acquisition of a "replacement" Convertible Note (the "New Convertible Note"). The New Convertible Note, like the Original Convertible Note, is convertible into Units, as noted in Footnote 10 below. The New Convertible Note has materially the same terms as the Original Convertible Note, except that the maturity has changed from August 31, 2009 to July 31, 2010.
2. The Original Convertible Note was not convertible at the option of Pegasus Partners IV, L.P. ("PPIV") until: (1) the expiration of the notice period prescribed by SEC rule 14c-2, as contemplated by the Original Convertible Note and (2) the Series D Certificate of Designation was filed by the Issuer and becomes effective. The Original Convertible Note was not automatically convertible until the rights offering, as contemplated by the Original Convertible Note, was consummated. PPIV disclaimed beneficial ownership of the Units until such contingencies are met.
3. The maturity date was the earlier of August 31, 2009 (originally July 31, 2009) or the consummation of the rights offering, as contemplated by the Original Convertible Note.
4. Each Unit was made up of (i) one share of the Issuer's Series D Non-Convertible Preferred Stock ("Series D Preferred Stock") and (ii) a Warrant to purchase one share of the Issuer's common stock. At the time the Original Convertible Note was convertible into Units, PPIV may have beneficially owned 31,461,232 shares of Series D Preferred Stock and Warrants to purchase 31,461,232 shares of common stock. The Warrants would have been immediately exercisable after issuance at an exercise price of $6.00 and would have expired on the twelfth anniversary of the issuance date.
5. Pursuant to the terms of the Original Convertible Note, as issued on May 15, 2009 and amended on August 10, 2009, the Issuer borrowed an aggregate principal amount of $31,649,999 from PPIV. The New Convertible Note was purchased for value received and represents the outstanding principal and interest on the Original Convertible Note as of August 27, 2009 in an equal amount to $32,846,619.
6. The securities to which this report relates are held by PPIV. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of PPIV 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 PPIV, Pegasus Investors, Pegasus GP and Pegasus Capital, the "Reporting Persons")...(continued onto next footnote)
7. (continued from previous footnote)...By virtue of the foregoing, the Reporting Persons may be deemed share voting power and power to direct the disposition of the securities reported herein. 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.
8. The New Convertible Note is not convertible at the option of PPIV until the Series D Certificate of Designation is filed by the Issuer and becomes effective, as contemplated by the New Convertible Note. The New Convertible Note is not automatically convertible until the rights offering, as contemplated by the New Convertible Note, is consummated. PPIV disclaims beneficial ownership of the Units until such contingencies are met.
9. The maturity date is the earlier of July 31, 2010 or the consummation of the rights offering, as contemplated by the New Convertible Note.
10. Each Unit is made up of (i) one share of Series D Preferred Stock and (ii) a Warrant to purchase one share of the Issuer's common stock. At the time the New Convertible Note is convertible into Units, PPIV may beneficially own 32,650,715 shares of Series D Preferred Stock and Warrants to purchase 32,650,715 shares of common stock. The Warrants are immediately exercisable after issuance at an exercise price of $6.00 and expire on the twelfth anniversary of the issuance date.
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 08/31/2009
Pegasus Investors IV GP, LLC By: /s/ Richard Weinberg, Vice President 08/31/2009
Pegasus Investors IV, LP By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President 08/31/2009
Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member 08/31/2009
/s/ Craig Cogut 08/31/2009
** 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).
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