0001014108-13-000043.txt : 20130219 0001014108-13-000043.hdr.sgml : 20130219 20130219132750 ACCESSION NUMBER: 0001014108-13-000043 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130219 DATE AS OF CHANGE: 20130219 GROUP MEMBERS: BICKNELL FAMILY HOLDING CO LLC GROUP MEMBERS: BICKNELL FAMILY MANAGEMENT CO LLC GROUP MEMBERS: BICKNELL FAMILY MANAGEMENT CO TRUST GROUP MEMBERS: MARINER CAPITAL VENTURES LLC GROUP MEMBERS: MARINER WEALTH ADVISORS LLC GROUP MEMBERS: MARTIN C. BICKNELL GROUP MEMBERS: XXL INVESTMENTS LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46999 FILM NUMBER: 13622608 BUSINESS ADDRESS: STREET 1: 124 FLOYD SMITH DRIVE STREET 2: SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 704-405-0419 MAIL ADDRESS: STREET 1: 124 FLOYD SMITH DRIVE STREET 2: SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28262 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bicknell Family Holding Co LLC CENTRAL INDEX KEY: 0001410745 IRS NUMBER: 260534255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 100 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 9136479700 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 100 CITY: LEAWOOD STATE: KS ZIP: 66211 FORMER COMPANY: FORMER CONFORMED NAME: Bicknell Family HOlding Co LLC DATE OF NAME CHANGE: 20070827 SC 13G/A 1 bfha-sch13ga_feb142013.htm FEB 14, 2013 DATE OF EVENT bfha-sch13ga_feb142013.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Revolution Lighting Technologies, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
65338E105
(CUSIP Number)
 
February 14, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
□           Rule 13d-1(b)
 
S           Rule 13d-1(c)
 
□           Rule 13d-1(d)
 
*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Bicknell Family Holding Company, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Delaware
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
OO

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of Revolution Lighting Technologies, Inc. (the "Issuer") beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission (the "Commission") on November 14, 2012.
 

 
2
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Bicknell Family Management Company, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Delaware
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
OO

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
3
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Bicknell Family Management Company Trust
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Missouri
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
OO

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
4
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Mariner Wealth Advisors, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Kansas
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
IA

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
5
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Martin C. Bicknell
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
United States
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
IN

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November14, 2012.
 

 
6
 


 
CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
XXL Investments, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Kansas
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
OO

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
7
 


CUSIP No. 65338E105
 
13G
  
  1
Names of Reporting Persons.
 
Mariner Capital Ventures, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)           S
(b)           □
  3
SEC Use Only.
  4
Citizenship or Place of Organization.
Delaware
 
 
Number of Shares Beneficially Owned by Each Reporting Person With:
 
  5
Sole Voting Power
 
0
  6
Shared Voting Power
 
771,985 (1)
  7
Sole Dispositive Power
 
0
  8
Shared Dispositive Power
 
1,396,985 (1)
  9
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,396,985 (1)
 10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)□
 
 11
Percent of Class Represented by Amount in Row 9.
 
4.0%(2)
 12
Type of Reporting Person (See Instructions).
 
OO

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

(2) Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
8
 

EXPLANATORY NOTE
 
This Amendment No. 5 to Schedule 13G amends that certain Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on February 14, 2008, as amended by that certain Amendment No. 1 to Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on February 17, 2009, that certain Amendment No. 2 to Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on July 10, 2009, that certain Amendment No. 3 to Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on February 17, 2010, and that certain Amendment No. 4 to Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on February 14, 2012.

Item 1(a)                      Name of Issuer:

Revolution Lighting Technologies, Inc.

Item 1(b)                      Address of Issuer's Principal Executive Offices:

124 Floyd Smith Drive, Suite 300
Charlotte, North Carolina 28262

Item 2(a)                      Name of Person Filing:
Item 2(b)                      Address of Principal Business Office or, if none, Residence:
Item 2(c)                      Citizenship:

Bicknell Family Holding Company, LLC
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:      Delaware

Bicknell Family Management Company, LLC
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:       Delaware

Bicknell Family Management Company Trust
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:      Missouri

Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:      Kansas

 
9
 


Martin C. Bicknell
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:    United States

XXL Investments, LLC
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:    Kansas

Mariner Capital Ventures, LLC
c/o Mariner Wealth Advisors, LLC
4200 W. 115th Street, Suite 100
Leawood, Kansas 66211
Citizenship:     Delaware


Item 2(d)                      Title of Class of Securities:

Common Stock, par value $.001 per share

Item 2(e)                      CUSIP Number:

65338E105

Item 3:
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

          (a)           □
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
          (b)           □
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
          (c)           □
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
          (d)           □
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
          (e)           □
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
          (f)           □
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
10
 
          (g)           □
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
          (h)           □
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
          (i)           □
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
          (j)           □
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4:                      Ownership

 
   (a)
Amount beneficially owned:  1,396,985 shares of Common Stock (as more fully described below).
 
Bicknell Family Holding Company, LLC; Bicknell Family Management Company, LLC; Bicknell Family Management Company Trust; Mariner Wealth Advisors, LLC; Martin C. Bicknell; XXL Investments and Mariner Capital Ventures, LLC (collectively, the "Reporting Persons" and each a "Reporting Person") are acting as a group pursuant to Rule 13d-5(b)(1).  As such, each Reporting Person is deemed, for purposes of Section 13(d) of the Act and this Amendment No. 5 to Schedule 13G, to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group.
 
Bicknell Family Holding Company, LLC directly owns 720,416 shares of Common Stock and 562,500 shares of Restricted Stock.  Martin C. Bicknell directly owns 51,569 shares of Common Stock and 62,500 shares of Restricted Stock.  The Restricted Stock is transferable only pursuant to: (a) an effective registration statement under the Securities Act pertaining to such Common Shares; (b) Rule 144 of the SEC (or any similar rule or rules then in force) if such rule or rules are available; and (c) any other legally available means of transfer.
 
 
  (b)
Percent of class:  3.991%(3)
 
 
  (c)
Number of shares of which the person has:
 
 
(i)
Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: See Item 4(a)
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
 
11
 
 
(iv)
Shared power to dispose or to direct the disposition of: See Item 4(a)
 
Item 5:                      Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the followingx

Item 6:                      Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8:                      Identification and Classification of Members of the Group.

See Exhibit 99.2

Item 9:                      Notice of Dissolution of Group.

Not applicable.

Item 10:                      Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
(3)  
Based on 35,005,507 shares of Common Stock of the Issuer outstanding at November 8, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Commission on November 14, 2012.
 

 
12
 

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
February 14, 2013
 
 
BICKNELL FAMILY HOLDING COMPANY, LLC
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Manager
 
Dated:  February 14, 2013
   
 
BICKNELL FAMILY MANAGEMENT COMPANY, LLC
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Manager
 
Dated:  February 14, 2013
   
 
BICKNELL FAMILY MANAGEMENT COMPANY TRUST
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Co-Trustee
 
Dated:  February 14, 2013
   
   
 
/s/ Martin C. Bicknell
 
Martin C. Bicknell
 
Dated:  February 14, 2013
   
   
 
MARINER WEALTH ADVISORS, LLC
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Manager
 
Dated:  February 14, 2013

 
13
 


 
XXL INVESTMENTS, LLC
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Manager
 
Dated:  February 14, 2013
   
 
MARINER CAPITAL VENTURES, LLC
   
   
 
By:
/s/ Martin C. Bicknell
 
Martin C. Bicknell, Manager
 
Dated:  February 14, 2013


 

 
14
 

EXHIBIT INDEX

Exhibit No.
  
Description
     
99.1
  
Joint Filing Agreement (Incorporated herein by reference from Exhibit 99.1 to the Schedule 13G/A relating to the Common Stock of the Issuer filed with the Commission on July 10, 2009 by the Reporting Persons)
     
99.2
  
Identification of Members of the Group


 
15
 


 
EXHIBIT 99.2
 
Identification of Members of the Group
 

The following persons are filing this statement on Schedule 13G as a group:

·  
Bicknell Family Holding Company, LLC

·  
Bicknell Family Management Company, LLC

·  
Bicknell Family Management Company Trust

·  
Mariner Capital Ventures, LLC

·  
Mariner Wealth Advisors, LLC

·  
Martin C. Bicknell

·  
XXL Investments, LLC

 
16