0001209191-11-029490.txt : 20110518 0001209191-11-029490.hdr.sgml : 20110518 20110518182416 ACCESSION NUMBER: 0001209191-11-029490 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110516 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTING SCIENCE GROUP CORP CENTRAL INDEX KEY: 0000866970 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 232596710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GROUP CORP DATE OF NAME CHANGE: 20001130 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX HEATHCARE CORP DATE OF NAME CHANGE: 19990519 FORMER COMPANY: FORMER CONFORMED NAME: IATROS HEALTH NETWORK INC DATE OF NAME CHANGE: 19941221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSGC Holdings II LLC CENTRAL INDEX KEY: 0001520964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 11855951 BUSINESS ADDRESS: STREET 1: C/O PEGASUS PARTNERS IV, L.P. STREET 2: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: (212) 710-2500 MAIL ADDRESS: STREET 1: C/O PEGASUS PARTNERS IV, L.P. STREET 2: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-05-16 0 0000866970 LIGHTING SCIENCE GROUP CORP LSCG.OB 0001520964 LSGC Holdings II LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 0 0 Common Stock 2011-05-16 4 M 0 1635800 4.00 A 1635800 D Option to purchase 4.00 2011-05-16 4 A 0 1635800 4.00 A Common Stock 1635800 1635800 D Option to purchase 4.00 2011-05-16 4 M 0 1635800 4.00 D Common Stock 1635800 1635800 D On May 16, 2011, Lighting Science Group Corporation (the "Issuer") entered into a subscription agreement (the "Subscription Agreement") with LSGC Holdings LLC ("Holdings"), and LSGC Holdings II LLC ("Holdings II"). Pursuant to the Subscription Agreement, Holdings II agreed to purchase 1,635,800 shares of common stock of the Issuer at a price per share of $4.00. The Issuer issued the common stock to Holdings II in exchange for, and in full satisfaction of, the Demand Promissory Note, dated May 6, 2011 (the "Demand Note"), issued to Holdings II by the Issuer. As of May 16, 2011, the outstanding balance on the Demand Note, including principal and interest, was $6,543,200. The Subscription Agreement contains certain purchase price protections...(continued onto next footnote) (continued from previous)...Specifically, if the Issuer issues common stock in its currently contemplated public offering (the "Proposed Offering") at a price per share below $4.00, it would issue to Holdings II additional shares of common stock such that the weighted average purchase price per share of Holdings II would equal the price at which the shares were issued in the Proposed Offering. Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of Holdings II. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors...(continued onto next footnote) (continued from previous)...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. Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital and Craig Cogut have filed Forms 4 with the SEC separately. As a result of its relationship with directors of the Issuer, Holdings II has been recognized as a director by deputization of the Issuer and the Issuer's Committee of Independent Directors approved the Subscription Agreement before the Issuer, Holdings and Holdings II entered into the Subscription Agreement. The option is immediately exercisable. The option does not expire. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, LSGC Holdings II LLC is deemed a director by deputization by virtue of its representation on the Board of Directors of Lighting Science Group Corporation. LSGC HOLDINGS II LLC Pegasus Partners IV, L.P its sole member Pegasus Investors IV, L.P., its general partner Pegasus Investors IV GP, L.L.C., its general partner Name: Steven Wacaster Title: Vice President /s/ Steven Wacaster 2011-05-18