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*
AENEAS CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
100 SOUTH BEDFORD ROAD
SUITE 240

(Street)
MT KISCO NY 10549

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIGHTSCAPE TECHNOLOGIES INC. [ LTSC ]
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)
07/11/2007
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 07/11/2007 S 6,000 D $0.55 370,256 I(1) Through Aeneas Separate Account Ltd.(3)
Common Stock 07/13/2007 S 50,256 D $0.54 320,000 I(1) Through Aeneas Separate Account Ltd.(3)
Common Stock 07/16/2007 S 70,000 D $0.54 250,000 I(1) Through Aeneas Separate Account Ltd.(3)
Common Stock 07/18/2007 S 70,000 D $0.4528 180,000 I(1) Through Aeneas Separate Account Ltd.(3)
Common Stock 07/19/2007 S 180,000 D $0.4313 0 I(1) Through Aeneas Separate Account Ltd.(3)
Common Stock 3,697,367 I(1) Through Aeneas Portfolio Company LP(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
1. Name and Address of Reporting Person*
AENEAS CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
100 SOUTH BEDFORD ROAD
SUITE 240

(Street)
MT KISCO NY 10549

(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*
Grossman Thomas R

(Last) (First) (Middle)
105 S. BEDFORD ROAD
SUITE 310

(Street)
MT. KISCO NY 10549

(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*
Aeneas Separate Account Ltd.

(Last) (First) (Middle)
C/O WALKERS SPV LIMITED

(Street)
GEORGETOWN, GRAND CAYMAN E9 BWI

(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*
Aeneas Portfolio Company, LP

(Last) (First) (Middle)
C/O WALKERS SPV LIMITED

(Street)
GEORGETOWN, GRAND CAYMAN E9 BWI

(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 Reporting Persons are making a joint filing because they may be deemed a group pursuant to Section 13 of the Securities Exchange Act of 1934. The Reporting Persons do not affirm the existence of such a group. Other reporting persons filing jointly with Aeneas Capital Management, LP and their addresses: (i) Thomas R. Grossman: same address as Aeneas Capital Management, LP, (ii) Aeneas Portfolio Company, LP: c/o Walkers SPV Limited, George Town, Grand Cayman, Cayman Islands BWI, and (iii) Aeneas Separate Account Ltd.: c/o Walkers SPV Limited, George Town, Grand Cayman, Cayman Islands BWI.
2. Aeneas Capital Management, LP is the investment manager of Aeneas Portfolio Company LP. Thomas R. Grossman controls Aeneas Capital Management, LP. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Aeneas Portfolio Company, LP is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
3. Aeneas Capital Management, LP is the investment manager of Aeneas Separate Account Ltd. Thomas R. Grossman controls Aeneas Capital Management, LP. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Aeneas Separate Account Ltd. is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
/s/ John Suglia 07/19/2007
** 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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