0000899243-15-008711.txt : 20151123 0000899243-15-008711.hdr.sgml : 20151123 20151123162208 ACCESSION NUMBER: 0000899243-15-008711 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151119 FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 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: 1830 PENN STREET CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1830 PENN STREET CITY: MELBOURNE STATE: FL ZIP: 32901 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: PEGASUS PARTNERS IV LP CENTRAL INDEX KEY: 0001431283 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 151249908 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 203 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegasus Capital Advisors IV GP, LLC CENTRAL INDEX KEY: 0001449443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 151249909 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: (203) 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegasus Capital Advisors IV, L.P. CENTRAL INDEX KEY: 0001449444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 151249910 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: (203) 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COGUT CRAIG M CENTRAL INDEX KEY: 0001032672 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 151249911 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 2 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-11-19 0 0000866970 LIGHTING SCIENCE GROUP CORP LSCG 0001032672 COGUT CRAIG M C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001449444 Pegasus Capital Advisors IV, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001449443 Pegasus Capital Advisors IV GP, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001431283 PEGASUS PARTNERS IV LP C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 Common Stock 2015-11-19 4 D 0 440000 D 162575731 I See Footnotes Option (right to buy) 0.13 2015-11-19 4 A 0 992723 A 2016-01-01 2025-11-19 Common Stock 992723 992723 I See Footnotes On November 19, 2015, certain shares of restricted common stock of Lighting Science Group Corporation (the "Issuer") previously granted by the Issuer's Board of Directors (the "Board") directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the service of Craig Cogut and Richard H. Davis, Jr. on the Issuer's Board were cancelled in exchange for options to purchase the Issuer's common stock that were granted directly to Pegasus Advisors IV. In exchange for options to purchase 451,238 shares of common stock of the Issuer, 200,000 shares of restricted common stock of the Issuer granted in respect of Mr. Cogut's Board service were cancelled, and in exchange for options to purchase 541,485 shares of common stock of the Issuer, 240,000 shares of restricted common stock of the of the Issuer granted in respect of Mr. Davis' Board service were cancelled. Because Mr. Cogut and Mr. Davis, each employees and/or partners, as the case may be, (Continued from Footnote 1) of Pegasus Advisors IV, serve on the Issuer's Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Cogut and Mr. Davis do not have a right to any of the Issuer's securities issued as director fees and Pegasus Advisors IV is entitled to receive all director fees payable by the Issuer in respect of Mr. Cogut's and Mr. Davis' Board positions. All securities issued as director fees for Mr. Cogut's and Mr. Davis' Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Cogut and Mr. Davis each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Cogut or Mr. Davis had any pecuniary interest in such securities except such indirect pecuniary interest through Pegasus Advisors IV, Pegasus Capital Advisors IV GP, L.L.C. ("Pegasus Advisors IV GP") and Pegasus Partners IV, L.P. ("Pegasus Partners") (Continued from Footnote 2) and their affiliates, as the case may be. In addition, Pegasus Partners may be deemed to have an indirect pecuniary interest in the options to purchase common stock of the Issuer reported herein because Pegasus Partners has a right to receive a portion of the director compensation provided in respect of Mr. Cogut's and Mr. Davis' Board service through a partial management fee offset. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 133,117,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. Pegasus Investors IV, L.P. ("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. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,464,950 shares of the Issuer's common stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. (Continued from Footnote 4) Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 2,877,314 shares of the Issuer's common stock directly held by LSGC Holdings II LLC ("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 directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 20,972,496 shares of the Issuer's common stock directly held 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. Furthermore, following the transactions reported on this Form 4, (Continued from Footnote 5) Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,173,941 shares of the Issuer's common stock and options to purchase 992,723 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Advisors IV. Pegasus Advisors IV GP is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of Pegasus Advisors IV GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED and Pegasus Advisors IV 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. Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). 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 the Issuer. CRAIG COGUT, Name: /s/ Craig Cogut 2015-11-23 PEGASUS CAPITAL ADVISORS IV, L.P. By: Pegasus Capital Advisors IV GP, L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2015-11-23 PEGASUS CAPITAL ADVISORS IV GP, L.L.C., Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2015-11-23 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: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2015-11-23 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                   Exhibit 99


                         Form 4 Joint Filer Information





Name:                                     Pegasus Capital Advisors IV, L.P.

Address:                                  C/O Pegasus Capital Advisors, L.P.
                                          99 River Road
                                          Cos Cob, CT 06807

Date of Event Requiring Statement:        11/19/15



Name:                                     Pegasus Capital Advisors IV GP, L.L.C.

Address:                                  C/O Pegasus Capital Advisors, L.P.
                                          99 River Road
                                          Cos Cob, CT 06807

Date of Event Requiring Statement:        11/19/15



Name:                                     Pegasus Partners IV, L.P.

Address:                                  C/O Pegasus Capital Advisors, L.P.
                                          99 River Road
                                          Cos Cob, CT 06807

Date of Event Requiring Statement:        11/19/15