| 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.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2012 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 2,969,697 | D | ||||||||
| Common Stock | 04/13/2012 | A(1) | 166,000 | A | (1) | 167,672,143 | I | See Footnotes(2)(3)(4) | ||
| Series G Preferred Stock | 04/13/2012 | A(1) | 2,000 | A | (1) | 14,958 | I | See Footnotes(2)(3)(4) | ||
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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 | ||||||||
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. Pursuant to the terms of the Series G Unit Subscription Agreement (the "Series G Subscription Agreement") dated April 13, 2012, by and between Lighting Science Group Corporation (the "Issuer") and LSGC Holdings II LLC ("Holdings II"), Holdings II purchased 2,000 Series G Units of the Issuer (the "Series G Units") for a purchase price of $1,000 per Series G Unit. Each Series G Unit consists of: (a) one share of the Issuer's Series G Preferred Stock (the "Series G Preferred Stock") and (b) 83 shares of the Issuer's common stock. As a result of their relationship with directors of the Issuer, Holdings II and the Reporting Persons (as defined below) have been recognized as directors by deputization of the Issuer and the Independent Committee of the Issuer's Board of Directors approved the Series G Subscription Agreement before the Issuer and Holdings II entered into the Series G Subscription Agreement. |
| 2. Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own 135,622,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Pegasus Partners' relationship with Holdings. Pegasus Partners is the managing member of Holdings. In addition, Pegasus Partners may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 14,958 shares of Series G Preferred Stock and an option to purchase 642 Series G Units directly held by Holdings II because of Pegasus Partners' relationship with Holdings II. Pegasus Partners is the sole member of Holdings II. Holdings II is filing a Form 4 separately. Pegasus Partners also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held directly by LED Holdings, LLC ("LED") due to Pegasus Partners' relationship with Holdings (Continued in Footnote 3) |
| 3. which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP" and together with Pegasus Partners and Pegasus Investors, the "Reporting Persons") is the general partner of Pegasus Investors. 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 ("Mr. Cogut"). Pegasus Capital and Mr. Cogut are filing Forms 4 separately. Pegasus Partners disclaims beneficial ownership of any of the Issuer's securities held directly by Holdings, Holdings II or LED except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Partners is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (Continued in Footnote 4) |
| 4. Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of the Pegasus Investors, Pegasus GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| 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 Lighting Science Group Corporation. |
| PEGASUS PARTNERS IV, L.P., By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C. its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer | 04/17/2012 | |
| PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer | 04/17/2012 | |
| PEGASUS INVESTORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer | 04/17/2012 | |
| ** 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. | ||