| 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.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2011 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/09/2011 | A(1)(2) | 54,500,000 | A | (1)(2) | 133,117,333 | D | |||
| Common Stock | 29,172,496 | I | See Footnote(s)(3)(4) | |||||||
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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 | ||||||||
| Warrant (option to purchase) | $5.91 | 02/09/2011 | D(1)(2) | 60,758,777 | (5) | (6) | Common Stock | 60,758,777 | (1)(2) | 0 | D | ||||
| Warrant (option to purchase) | $7 | 02/09/2011 | D(1)(2) | 942,857 | (5) | 07/25/2013 | Common Stock | 942,857 | (1)(2) | 0 | D | ||||
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. On February 9, 2011, Lighting Science Group Corporation (the "Issuer") and LSGC Holdings LLC ("Holdings") entered into an Exchange Agreement (the "Exchange Agreement") pursuant to which Holdings exchanged 60,758,777 Series D Warrants, inclusive of the Exercise Price Credit (as defined below), and warrants to purchase 942,857 shares of the Issuer's common stock that were issued in connection with the Guaranty Agreement, dated July 25, 2008, by and between Pegasus Partners IV, L.P. ("Pegasus Partners") and the Issuer, for 54,500,000 shares of the Issuer's common stock...(continued onto next footnote) |
| 2. (continued from previous footnote)...Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, Holdings, Pegasus Partners and LED Holdings, LLC ("LED"), dated September 30, 2010, a credit towards the exercise of Series D Warrants was received by all of the holders of Series D Warrants which would vest upon the occurrence of certain events (the "Exercise Price Credit"). The Exchange Agreement was approved by the Issuer's Committee of Independent Directors in advance of the Issuer and Holdings entering into the Exchange Agreement. |
| 3. Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held directly by LED because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. Holdings disclaims beneficial ownership of any of the Issuer's securities held by LED except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Holdings is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)") may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock held by LED and the 133,117,333 shares of the Issuer's common stock held by Holdings due to their membership interests in Holdings...(continued onto previous footnote)footnote) |
| 4. (continued from previous)...By virtue of the foregoing, PP IV and PP IV (AIV) may be deemed to share voting power and power to direct the disposition of the 29,172,496 shares of the Issuer's common stock held by LED and the 133,117,333 shares of the Issuer's common stock held by Holdings. Each of PP IV and PP IV (AIV) disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective indirect pecuniary interest therein, and this report shall not be deemed an admission that either of PP IV or PP IV (AIV) is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 5. Warrant is immediately exercisable. |
| 6. Warrant expires on the twelfth anniversary of the original issuance date. |
| Remarks: |
| LSGC Holdings LLC Pegasus Partners IV, L.P. its managing member Pegasus Investors IV, L.P., its general partner Pegasus Investor IV GP, L.L.C., its general partner Name: Steven Wacaster Title: Vice President /s/ Steven Wacaster | 02/11/2011 | |
| PP IV LED, LLC By: Pegasus Partners IV, L.P., its sole member By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President | 02/11/2011 | |
| PP IV (AIV) LED, LLC By: Pegasus Partners IV (AIV), L.P., its sole member By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President | 02/11/2011 | |
| ** 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. | ||