| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series J Conv. Preferred Stock, par value $0.001 per share(1)(2) | $0.95(3) | 09/11/2013 | P | 2,394 | (4) | (4) | Common Stock, par value $0.001 per share | 2,520,000(5) | $1,000 | 2,394 | D(6) | ||||
| Series H Conv. Preferred Stock, par value $0.001 per share(1)(2) | $0.95(7) | 09/11/2013 | J(8) | 45,000 | (8) | (8) | Common Stock, par value $0.001 per share | 47,368,421.05(5) | (8) | 45,000(8) | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed on behalf of RW LSG Holdings LLC ("RW LSGH"), Riverwood Capital Partners L.P. ("RCP"), Riverwood Capital L.P. ("RCLP") and Riverwood Capital GP Ltd. ("RC Ltd."). RCP is the sole managing member of RW LSGH. RCLP is the sole general partner of RCP. RC Ltd. is the sole general partner of RCLP. Thomas J. Smach, a Director and the Chief Financial Officer of RC Ltd., serves on the board of directors of the Issuer as a representative of RW LSGH. |
| 2. As the sole managing member of RW LSGH, RCP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As the sole general partner of RCP, RCLP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the sole general partner of RCLP, RC Ltd. may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of RCP, RCLP and RC Ltd. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. |
| 3. Subject to adjustment pursuant to the terms of the Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"). |
| 4. The Series J Preferred Stock is convertible by the holder, at any time, into Common Stock, par value $0.001 per share ("Common Stock"), at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is initially $0.95 and is subject to adjustment upon certain events. The Series J Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series J Preferred Stock has no expiration date. |
| 5. This is the number of shares of Common Stock which these securities are convertible into as of the date of this filing. Pursuant to the terms of these securities, no fractional shares of Common Stock will be issued upon conversion thereof. |
| 6. These securities are directly owned by RW LSGH. RCP, RCLP and RC Ltd. may be deemed to have indirect beneficial ownership of these shares. See Footnotes 1 and 2. |
| 7. Subject to adjustment pursuant to the terms of the Series H Convertible Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"). |
| 8. The Series H Preferred Stock is convertible by the holder, at any time, into Common Stock, at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. This filing reflects an adjustment of the conversion price of the Series H Preferred Stock previously reported by the reporting persons to $0.95 to be the same as the conversion price for the Series J Preferred Stock at the time of issuance and is subject to further adjustment upon certain events. The Series H Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series H Preferred Stock has no expiration date. The shares of Series H Preferred Stock were previously acquired by the reporting persons on May 25, 2012 for $1,000 per share. |
| /*/ Mei Liang, Attorney-in-Fact for Reporting Persons pursuant to Power of Attorney (see signatures of other Reporting Persons on the attached Exhibit 99.1) | 09/13/2013 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||