0000905718-14-000779.txt : 20141203 0000905718-14-000779.hdr.sgml : 20141203 20141203204221 ACCESSION NUMBER: 0000905718-14-000779 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141201 FILED AS OF DATE: 20141203 DATE AS OF CHANGE: 20141203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Revolution Lighting Technologies, Inc. CENTRAL INDEX KEY: 0000917523 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 593046866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-504-1111 MAIL ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: Nexxus Lighting, Inc. DATE OF NAME CHANGE: 20070417 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VISION INTERNATIONAL INC DATE OF NAME CHANGE: 19940204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aston Capital, LLC CENTRAL INDEX KEY: 0001559768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23590 FILM NUMBER: 141264946 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-504-1100 MAIL ADDRESS: STREET 1: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 FORMER NAME: FORMER CONFORMED NAME: Aston Capital LLC DATE OF NAME CHANGE: 20121005 4 1 aston_fm4dec12014.xml OWNERSHIP DOCUMENT X0306 4 2014-12-01 0 0000917523 Revolution Lighting Technologies, Inc. RVLT 0001559768 Aston Capital, LLC C/O ASTON CAPITAL, LLC 177 BROAD STREET STAMFORD CT 06901 0 0 1 0 Common Stock, par value $0.001 per share 800000 D Common Stock, par value $0.001 per share 2014-12-01 4 C 0 28092176 A 74245868 I By limited liability company Common Stock, par value $0.001 per share 2014-12-01 4 P 0 8207995 A 82453863 I By limited liability company Series B Convertible Preferred Stock, par value $0.001 0.1300 2014-12-01 4 C 0 2 0 D Common Stock, par value $0.001 per share 153 0 I By limited liability company Series C Convertible Preferred Stock, par value $0.001 0.6889 2014-12-01 4 C 0 10224 0 D 2013-05-15 Common Stock, par value $0.001 per share 15444912 0 I By limited liability company Series E Convertible Redeemable Preferred Stock, par $0.001 1.1700 2014-12-01 4 C 0 5000 0 D 2013-05-15 Common Stock, par value $0.001 per share 4441025 0 I By limited liability company Series G Convertible Redeemable Preferred Stock, par $0.001 2.300 2014-12-01 4 C 0 18000 0 D Common Stock, par value $0.001 per share 8206086 0 I By limited liability company Pursuant to the Exchange Agreement dated November 25, 2014 (the "Exchange Agreement") between Revolution Lighting Technologies, Inc. (the "Issuer") and RVL 1 LLC ("RVL") and the certificate of designations relating to each outstanding series of preferred stock of the Issuer, on December 1, 2014, RVL converted each such series of preferred stock, including accrued but unpaid dividends thereon, as applicable, into an aggregate of 28,092,176 shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock"). As consideration for RVL's conversion of preferred stock and the extinguishment of all rights relating thereto under the applicable certificate of designations, the Issuer issued to RVL 8,207,995 additional shares of Common Stock. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series B Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the "Series B Stock"), on December 1, 2014, RVL converted two outstanding shares of Series B Stock into 153 shares of Common Stock. Such shares of Series B Stock had become convertible immediately upon issuance and had no expiration date. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series C Senior Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the "Series C Stock"), on December 1, 2014, RVL converted 10,224 outstanding shares of Series C Stock, plus 416 shares of Series C Stock representing accrued but unpaid dividends thereon, into 15,444,912 shares of Common Stock. Such shares of Series C Stock had no expiration date. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series E Convertible Redeemable Preferred Stock, par value $0.001 per share, of the Issuer (the "Series E Stock"), on December 1, 2014, RVL converted 5,000 outstanding shares of Series E Stock, plus 196 shares of Series E Stock representing accrued but unpaid dividends thereon, into 4,441,025 shares of Common Stock. Such shares of Series E Stock had no expiration date. Pursuant to the Exchange Agreement and the Certificate of Designations, Preferences and Rights relating to the Series G Senior Convertible Redeemable Preferred Stock, par value $0.001 per share, of the Issuer (the "Series G Stock"), on December 1, 2014, RVL elected to convert 18,000 outstanding shares of Series G Stock, plus 874 shares of Series G Stock representing accrued but unpaid dividends thereon, into 8,206,086 shares of Common Stock. Such shares of Series G Stock had become convertible immediately upon issuance and had no expiration date. Previously, 5,404.31 shares of Series G Stock were reported as directly owned by RVL, and 12,595.69 shares of Series G Stock were incorrectly reported as directly owned by Aston Capital, LLC ("Aston"). The 12,595.69 shares of Series G Stock were issued to RVL as designee of Aston. Aston is the managing member of RVL. As a result of the foregoing, Aston may be deemed to possess the power to vote and to direct the disposition of the securities of the Issuer beneficially owned by RVL and may be deemed to beneficially own such securities. The Reporting Person's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any. /s/ Robert V. LaPenta 2014-12-03