0000905718-14-000788.txt : 20141203
0000905718-14-000788.hdr.sgml : 20141203
20141203205816
ACCESSION NUMBER: 0000905718-14-000788
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: DePalma James
CENTRAL INDEX KEY: 0001347872
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23590
FILM NUMBER: 141264964
MAIL ADDRESS:
STREET 1: C/O ASTON CAPITAL LLC
STREET 2: 177 BROAD STREET
CITY: STAMFORD
STATE: CT
ZIP: 06901
4
1
depalma_fm4dec12014.xml
OWNERSHIP DOCUMENT
X0306
4
2014-12-01
0
0000917523
Revolution Lighting Technologies, Inc.
RVLT
0001347872
DePalma James
C/O ASTON CAPITAL LLC
177 BROAD STREET
STAMFORD
CT
06901
1
0
1
0
Common Stock, par value $0.001 per share
275000
D
Common Stock, par value $0.001 per share
2014-12-01
4
C
0
28092176
A
75045868
I
By limited liability company
Common Stock, par value $0.001 per share
2014-12-01
4
P
0
8207995
A
83253863
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. As of December 1, 2014, Aston Capital, LLC ("Aston") held directly 800,000 shares of the Company's restricted 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.
Aston is the managing member of RVL and 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. James A. DePalma is an officer of RVL and a member and officer of Aston and may be deemed to beneficially own the securities of the Issuer held by RVL and Aston. Mr. DePalma's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any.
/s/ James DePalma
2014-12-03