0001209191-15-029578.txt : 20150326 0001209191-15-029578.hdr.sgml : 20150326 20150326171730 ACCESSION NUMBER: 0001209191-15-029578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150324 FILED AS OF DATE: 20150326 DATE AS OF CHANGE: 20150326 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: 15728540 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: 15728541 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: 15728542 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: 15728543 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 2015-03-24 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 2015-03-24 4 A 0 440000 0.00 A 163015731 I See Footnote On March 24, 2015, the Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") granted shares of restricted common stock of the Issuer directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the service of Richard H. Davis, Jr. and Craig Cogut, respectively, on the Issuer's Board. Pursuant to the grant, the Issuer issued 240,000 shares of restricted common stock to Pegasus Advisors IV as director fees in respect of Mr. Davis' Board service, and 200,000 shares of restricted common stock as director fees in respect of Mr. Cogut's Board service. The shares of restricted common stock were all valued at $0.20 per share upon issuance. (Continued From Footnote 1) The shares of restricted common stock granted in respect of Mr. Davis' and Mr. Cogut's Board service fully vest on January 1, 2016. Because Mr. Davis and Mr. Cogut, each employees and/or partners, as the case may be, of Pegasus Advisors IV, serve on the Issuer's Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Davis and Mr. Cogut 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. Davis' and Mr. Cogut's Board positions. (Continued From Footnote 2) All securities issued as director fees for Mr. Davis' and Mr. Cogut's Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Davis and Mr. Cogut each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Davis or Mr. Cogut 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") and their affiliates, as the case may be. In addition, Pegasus Partners may be deemed to have an indirect pecuniary interest in the shares of restricted common stock issued in respect of Mr. Davis' and Mr. Cogut's Board service because Pegasus Partners has a right to receive a portion of the director compensation 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. (Continued From Footnote 5) Furthermore, following the transactions reported on this Form 4, Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,613,942 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: Craig Cogut, /s/ Craig Cogut 2015-03-26 PEGASUS CAPITAL ADVISORS IV, L.P., By: Pegasus Capital Advisors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer, /s/ Daniel Stencel 2015-03-26 PEGASUS CAPITAL ADVISORS IV GP, L.L.C., Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer, /s/ Daniel Stencel 2015-03-26 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: Daniel Stencel, Title: Chief Financial Officer and Treasurer, /s/ Daniel Stencel 2015-03-26 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:        03/24/15

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:        03/24/15

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:        03/24/15