0000899243-16-025384.txt : 20160720 0000899243-16-025384.hdr.sgml : 20160720 20160720162606 ACCESSION NUMBER: 0000899243-16-025384 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160719 FILED AS OF DATE: 20160720 DATE AS OF CHANGE: 20160720 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: 1350 DIVISION ROAD STREET 2: SUITE 102 CITY: WEST WARWICK STATE: RI ZIP: 02893 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1350 DIVISION ROAD STREET 2: SUITE 102 CITY: WEST WARWICK STATE: RI ZIP: 02893 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 III LLC CENTRAL INDEX KEY: 0001630433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 161775708 BUSINESS ADDRESS: STREET 1: C/O PEGASUS CAPITAL ADVISORS, L.P. STREET 2: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 203-869-4400 MAIL ADDRESS: STREET 1: C/O PEGASUS CAPITAL ADVISORS, L.P. STREET 2: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegasus Partners V, L.P. CENTRAL INDEX KEY: 0001527595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 161775709 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 Investors V, L.P. CENTRAL INDEX KEY: 0001527596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 161775710 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 Investors V (GP), L.L.C. CENTRAL INDEX KEY: 0001527594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 161775711 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 LLC CENTRAL INDEX KEY: 0001259178 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 161775712 MAIL ADDRESS: STREET 1: 99 RIVER ROAD STREET 2: C/O PEAGASUS PARTNERS II LP CITY: COC COB STATE: CT ZIP: 06807-2514 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: 161775713 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 2016-07-19 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 0001259178 PEGASUS CAPITAL LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001527594 Pegasus Investors V (GP), L.L.C. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001527596 Pegasus Investors V, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001527595 Pegasus Partners V, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001630433 LSGC Holdings III LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 Series J Convertible Preferred Stock 0.95 2016-07-19 4 A 0 5000 A Common Stock 70936 I See Footnotes Common Stock Warrants (right to buy) 0.001 2016-07-19 4 A 0 5000 A 2016-07-19 Common Stock 5000 I See Footnotes Pursuant to Amendment No. 1 to the Preferred Stock Subscription and Support Agreement (the "Amended Subscription Agreement") by and among LSGC Holdings III LLC ("Holdings III"), Lighting Science Group Corporation (the "Issuer") and Pegasus Partners IV, L.P. ("Pegasus Partners IV") dated July 19, 2016, Holdings III purchased 5,000 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Warrant"). Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock. (Continued from Footnote 1) The Series J Preferred Stock has no expiration date. Each of the Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Warrants. The Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) July 19, 2021, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants), or (iii) the date of any Change of Control (as defined in the Warrants). As a result of their relationship with directors of the Issuer, Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuer's Board of Directors approved the Amended Subscription Agreement in advance of the acquisitions from the Issuer reported on this Form 4. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 42,779 shares of Series J Preferred Stock and 5,000 Warrants directly held by Holdings III because Pegasus Partners V, L.P. ("Pegasus Partners V") may be deemed to have voting and dispositive power over such securities as the sole member of Holdings III. Pegasus Investors V, L.P. ("Pegasus Investors V") is the general partner of Pegasus Partners V. Pegasus Investors V (GP), L.L.C. ("Pegasus Investors V GP") is the general partner of Pegasus Investors V and Pegasus Capital, LLC ("Pegasus Capital") is the sole member of Pegasus Investors V GP. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. (Continued from Footnote 3) Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 8,500 shares of Series J Preferred 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. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. (Continued from Footnote 4) Pegasus Partners IV is the sole member of Holdings II. Pegasus Investors IV, L.P. ("Pegasus Investors IV") is the general partner of Pegasus Partners IV and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors IV GP") is the general partner of Pegasus Investors IV. Pegasus Investors IV GP is wholly owned by Pegasus Capital. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut, Pegasus Capital, Pegasus Investors V GP, Pegasus Investors V and Pegasus Partners V each disclaims beneficial ownership of the securities directly held by Holdings III except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued from Footnote 5) Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut, Pegasus Capital, Pegasus Partners IV, Pegasus Investors IV and Pegasus Investors IV GP each disclaims beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting persons 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 2016-07-20 PEGASUS CAPITAL, LLC, Name: /s/ Craig Cogut, Title: President & Managing Member 2016-07-20 PEGASUS INVESTORS V (GP), L.L.C., Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2016-07-20 PEGASUS INVESTORS V, L.P., By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2016-07-20 PEGASUS PARTNERS V, L.P., By: Pegasus Investors V, L.P., its general partner, By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2016-07-20 LSGC HOLDINGS III LLC, By: Pegasus Partners V, L.P., its sole member, By: Pegasus Investors V, L.P., its general partner, By: Pegasus Investors V (GP), L.L.C., its general partner, Name: /s/ Daniel Stencel, Title: Chief Financial Officer and Treasurer 2016-07-20 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99

                         Form 4 Joint Filer Information

Name:                                  Pegasus Capital, LLC

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

Date of Event Requiring Statement:     07/19/2016


Name:                                  Pegasus Investors V (GP), L.L.C.

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

Date of Event Requiring Statement:     07/19/2016


Name:                                  Pegasus Investors V, L.P.

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

Date of Event Requiring Statement:     07/19/2016


Name:                                  Pegasus Partners V, L.P.

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

Date of Event Requiring Statement:     07/19/2016


Name:                                  LSGC Holdings III LLC

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

Date of Event Requiring Statement:     07/19/2016