0000905718-14-000267.txt : 20140516 0000905718-14-000267.hdr.sgml : 20140516 20140516165459 ACCESSION NUMBER: 0000905718-14-000267 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140516 FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Revolution Lighting Technologies, Inc. CENTRAL INDEX KEY: 0000917523 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 593046866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-504-1111 MAIL ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: Nexxus Lighting, Inc. DATE OF NAME CHANGE: 20070417 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VISION INTERNATIONAL INC DATE OF NAME CHANGE: 19940204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DePalma James CENTRAL INDEX KEY: 0001347872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23590 FILM NUMBER: 14852204 MAIL ADDRESS: STREET 1: C/O ASTON CAPITAL LLC STREET 2: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 4 1 depalma_form4may162014.xml OWNERSHIP DOCUMENT X0306 4 2014-05-16 0 0000917523 Revolution Lighting Technologies, Inc. RVLT 0001347872 DePalma James C/O ASTON CAPITAL, LLC, 177 BROAD STREET STAMFORD CT 06901 1 0 1 0 Common Stock, par value $0.001 2014-05-16 4 P 0 25000 2.20 A 250000 D Common Stock, par value $0.001 46953692 I By limited liability company Series B Convertible Preferred Stock, par value $0.001 0.13 Common Stock, par value $0.001 per share 153 2 I By limited liability company Series C Convertible Preferred Stock, par value $0.001 0.6889 Common Stock, par value $0.001 per share 14841050 10224 I By limited liability company Series E Convertible Redeemable Preferred Stock, par $0.001 1.17 Common Stock, par value $0.001 per share 4273504 5000 I By limited liability company Series F Convertible Redeemable Preferred Stock, par $0.001 4.5881 Common Stock, par value $0.001 per share 1089776 5000 I By limited liability company As of May 16, 2014, RVL 1 LLC ("RVL") held directly (i) 46,153,692 shares of shares of common stock (the "Common Stock"), (ii) 2 shares of Series B Senior Convertible Preferred Stock (the "Series B Stock"), (iii) 10,224 shares of Series C Senior Convertible Preferred Stock (the "Series C Stock"), (iv) 5,000 shares of Series E Senior Convertible Redeemable Preferred Stock (the "Series E Stock") and (v) 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock (the "Series F Stock"). As of May 16, 2014, Aston Capital, LLC ("Aston") held directly 800,000 shares of restricted stock. Aston is the managing member of RVL. James A. DePalma is an officer of RVL and a member and officer of Aston and possesses the power to vote and to direct the disposition of the securities of the Company beneficially owned by RVL and Aston. Mr. DePalma's interest in the securities reported herein is limited to the extent of his pecuniary interest. As of May 16, 2014, the 2 shares of Series B Stock are convertible into 153 shares of Common Stock at any time at the option of the holder, RVL, at a conversion price of $0.13 per share, subject to certain anti-dilution adjustments and have no expiration date. As of May 16, 2014, the 10,224 shares of Series C Stock are convertible into 14,841,050 shares of Common Stock at any time at the option of the holder, RVL, at a conversion price of $0.6889 per share, subject to certain anti-dilution adjustments and have no expiration date. As of May 16, 2014, the 5,000 shares of Series E Stock are convertible into 4,273,504 shares of Common Stock at any time at the option of the holder, RVL, at a conversion price of $1.17 per share and have no expiration date. As of May 16, 2014, the 5,000 shares of Series F Stock are convertible into 1,089,776 shares of Common Stock at any time at the option of the holder, RVL, at a conversion price of $4.5881 per share and have no expiration date. /s/ Bianca Najjar, James A. DePalma, by power of attorney 2014-05-16 EX-24 2 depalma_poa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles J. Schafer, Bianca Najjar, Connie Turner, and Kathleen Chin, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)

if necessary, prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Revolution Lighting Technologies, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of May, 2014.

	/s/ James A. DePalma
	Signature

	James A. DePalma
	Print Name