| 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 | 04/13/2012 | A(1) | 166,000 | A | (1) | 172,078,544 | I | See Footnotes(2)(3)(4)(5) | ||
| Series G Preferred Stock | 04/13/2012 | A(1) | 2,000 | A | (1) | 30,608 | I | See Footnotes(2)(3)(4)(5) | ||
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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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| 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, 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. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 1,298,950 shares of the Issuer's common stock, 15,650 shares of Series G Preferred Stock and an option to purchase 642 Series G Units held by PCA LSG Holdings, LLC ("PCA Holdings") because Pegasus Capital, LLC ("Pegasus Capital," and together with Mr. Cogut, the "Reporting Persons") may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA LSG Holdings, LLC ("PCA Holdings"). Pegasus Capital is the managing member of PCA Holdings. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut 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 Mr. Cogut's relationship with Pegasus Partners IV, L.P. ("Pegasus Partners"), the managing member of Holdings. (Continued in Footnote 3) |
| 3. (Continued from Footnote 2) Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital. Mr. Cogut also 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 Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock and an option to purchase 642 Series G Units owned directly by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. (Continued in Footnote 4) |
| 4. (Continued from Footnote 3) Mr. Cogut 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 his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Capital and Mr. Cogut disclaim beneficial ownership of the securities directly held by PCA Holdings, Holdings, Holdings II, Pegasus Partners and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut may be deemed to indirectly beneficially own 137,754 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors"). (Continued in Footnote 5) |
| 5. (Continued from Footnote 4) Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities held by Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or 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. |
| Craig Cogut /s/ Craig Cogut | 04/17/2012 | |
| PEGASUS CAPITAL, L.L.C., Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut | 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. | ||