SEC FORM 4

SEC Form 4

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^*

Aston Capital, LLC

(Last)

(First)

(Middle)

177 BROAD STREET

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Revolution Lighting Technologies, Inc. [ RVLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value, $0.001 per share								800,000	D⁽¹⁾
Common Stock, par value, $0.001 per share								46,153,692	I⁽²⁾	By limited liability company⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock, par value $0.001	$0.13							⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	153⁽³⁾		2⁽³⁾	I⁽²⁾	By limited liability company⁽²⁾
Series C Convertible Preferred Stock, par value $0.001	$0.6889	12/20/2013		J		224		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	14,841,050⁽⁴⁾	$4,464.29	10,224⁽⁴⁾	I⁽²⁾	By limited liability company⁽²⁾
Series E Convertible Redeemable Preferred Stock, par $0.001	$1.17							⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001 per share	4,273,504⁽⁵⁾		5,000⁽⁵⁾	I⁽²⁾	By limited liability company⁽²⁾
Series F Convertible Redeemable Preferred Stock, par $0.001	$4.5881							⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.001 per share	1,089,776⁽⁶⁾		5,000⁽⁶⁾	I⁽²⁾	By limited liability company⁽²⁾

Explanation of Responses:

1. As of May 13, 2014, Aston Capital, LLC ("Aston") held directly 800,000 shares of restricted stock, with equal vesting over three years and the first such vesting date being September 25, 2014

2. As of May 13, 2014, RVL 1 LLC ("RVL") held directly (i) 46,153,692 shares of shares of common stock, (the "Common Stock"), (ii) 2 shares of Series B Senior Convertible Preferred Stock (the "Series B Stock"), (iii) 10,224 shares of Series C Senior Convertible Preferred Stock (the "Series C Stock"), (iv) 5,000 shares of Series E Senior Convertible Redeemable Preferred Stock (the "Series E Stock") and (v) 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock, (the "Series F Stock"). Aston is the managing member of RVL. As a result of the foregoing, Aston may be deemed to posses the power to vote and to direct the disposition of the securities of the Company beneficially owned by RVL and may be deemed to beneficially own such securities. Aston's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any.

3. As of May 13, 2014, the 2 shares of Series B Stock are convertible into 153 shares of Common Stock at the option of the holder, RVL, at a conversion of $0.13 per share, subject to certain anti-dilution adjustments and have no expiration date.

4. On May 12, 2014, RVL received a grant of 224 shares of Series C Stock as a payment in kind dividend on 10,000 shares of Series C Stock owned on the record date of December 20, 2013. As of May 13, 2014, the 224 shares of Series C Stock are convertible into 325,156 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $0.6889 per share, subject to certain anti-dilution adjustments, and have no expiration date.

5. As of May 13, 2014, the 5,000 shares of Series E Stock are convertible into 4,273,504 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $1.17 per share and have no expiration date.

6. As of May 13, 2014, the 5,000 shares of Series F Stock are convertible into 1,089,776 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $4.5881 per share and have no expiration date.

	/s/ Robert V. LaPenta, CEO, Aston Capital, LLC	05/13/2014
	** 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).
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