| 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
LIGHTING SCIENCE GROUP CORP [ LSCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2014 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Common Stock Warrants(right to buy) | $0.5(1)(2) | 02/19/2014 | A(1)(2) | 10,000,000 | (1)(2) | (1)(2) | Common Stock | 10,000,000 | (1)(2) | 10,000,000 | I | See Footnotes(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 19, 2014, in conjunction with the Issuer's execution of a Term Loan Agreement, dated as of February 19, 2014, by and among the Issuer, as borrower, Biological Illumination, LLC, Medley Capital Corporation, as administrative agent ("Medley"), and the lenders party thereto (the "Medley Facility"), each of Pegasus Capital Partners IV, L.P. ("PCP IV") and Pegasus Capital Partners V, L.P.("PCP V"), executed a Guaranty of up to $15.0 million of the Medley Facility in favor of Medley (the "Pegasus Guaranty"). In consideration for the Pegasus Guaranty, |
| 2. (continued from footnote 1) the Issuer issued warrants (the "Pegasus Warrants") to each of PCP IV and PCP V to purchase 5,000,000 shares of the Issuer's Common Stock (10,000,000 shares of the Issuer's Common Stock in the aggregate) that are exercisable starting on the filing with the Secretary of State of the State of Delaware by the Issuer of an amendment to the Issuer's Certificate of Incorporation increasing the authorized shares of the Issuer's Common Stock to permit the Issuer to reserve a sufficient amount of its Common Stock to satisfy all of the Issuer's outstanding derivative securities (and in any event on or prior to July 31, 2014), at an exercise price equal to $0.50 per share of the Issuer's Common Stock (subject to adjustment), and may be exercised at any time thereafter and on or prior to the tenth anniversary of the issuance. The Pegasus Warrants also provide for certain anti-dilution adjustments and are subject to certain transfer restrictions. |
| 3. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 5,000,000 Pegasus Warrants directly held by PCP IV because Pegasus Investors IV GP, L.L.C. ("Pegasus GP IV") is the general partner of PCP IV. Pegasus GP IV is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. |
| 4. (continued from footnote 3) Also, following the transactions reported herein, Mr. Cogut may also be deemed to indirectly beneficially own a portion of the 5,000,000 Pegasus Warrants directly held by PCP V because Pegasus Investors V (GP), L.L.C. ("Pegasus GP V") is the general partner of PCP V. Pegasus GP V is wholly owned by Pegasus Capital. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut, Pegasus Capital, Pegasus GP IV and Pegasus GP V each disclaim beneficial ownership of the securities directly held by PCP IV and/or PCP V, as the case may be, except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such respective securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). 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 the Issuer. |
| CRAIG COGUT, Name: Craig Cogut, Title, /s/ Craig Cogut | 02/21/2014 | |
| PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member, /s/ Craig Cogut | 02/21/2014 | |
| PEGASUS INVESTORS IV GP, L.L.C., Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster | 02/21/2014 | |
| PEGASUS INVESTORS V (GP), L.L.C., Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster | 02/21/2014 | |
| PEGASUS CAPITAL PARTNERS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster | 02/21/2014 | |
| PEGASUS CAPITAL PARTNERS V, L.P., By: Pegasus Investors V (GP), L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster | 02/21/2014 | |
| ** 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. | ||