4//SEC Filing
LIGHTING SCIENCE GROUP CORP 4
Accession 0000899243-17-012192
CIK 0000866970operating
Filed
May 7, 8:00 PM ET
Accepted
May 8, 4:12 PM ET
Size
22.8 KB
Accession
0000899243-17-012192
Insider Transaction Report
Form 4
Pegasus Investors V, L.P.
Director10% Owner
Transactions
- Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock - Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock
Pegasus Partners V, L.P.
Director10% Owner
Transactions
- Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock - Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock
COGUT CRAIG M
Director10% Owner
Transactions
- Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock - Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock
PEGASUS CAPITAL LLC
10% Owner
Transactions
- Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock - Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock
Pegasus Investors V (GP), L.L.C.
Director
Transactions
- Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock - Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock
LSGC Holdings III LLC
Director10% Owner
Transactions
- Award
Series J Convertible Preferred Stock
2017-05-08+10,600→ 100,936 total(indirect: See Footnotes)Exercise: $0.95→ Common Stock - Award
Common Stock Warrants (right to buy)
2017-05-08+10,600→ 10,600 total(indirect: See Footnotes)Exercise: $0.00From: 2017-05-08→ Common Stock
Footnotes (6)
- [F1]On May 8, 2017, pursuant to the Series J Preferred Stock Subscription Agreement, dated January 27, 2017, by and between LSGC Holdings III ("Holdings III") and Lighting Science Group Corp. (the "Issuer"), as amended by Amendment No. 1 to the Series J Preferred Stock Subscription Agreement, dated April 24, 2017 (as amended, the "Subscription Agreement"), Holdings III purchased 10,600 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Warrant"). Each share of Series J Preferred Stock is immediately convertible into a number of shares of the Issuer's common stock equal to the amount obtained by dividing the stated par value per share of $1,000 by $0.95,
- [F2](continued from footnote 1) subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock. The Series J Preferred Stock has no expiration date. Each of the Warrants has an exercise price of $0.001, subject to adjustment as set forth in the Warrants. The Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) May 5, 2022, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants), or (iii) the date of any Change of Control (as defined in the Warrants). As a result of their relationship with directors of the Issuer, Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuer's Board of Directors approved the Subscription Agreement in advance of the acquisitions from the Issuer reported on this Form 4.
- [F3]Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 72,779 shares of Series J Preferred Stock and 10,600 Warrants directly held by Holdings III because Pegasus Partners V, L.P. ("Pegasus Partners V") may be deemed to have voting and dispositive power over such securities as the sole member of Holdings III. Pegasus Investors V, L.P. ("Pegasus Investors V") is the general partner of Pegasus Partners V. Pegasus Investors V (GP), L.L.C. ("Pegasus Investors V GP") is the general partner of Pegasus Investors V and Pegasus Capital, LLC ("Pegasus Capital") is the sole member of Pegasus Investors V GP. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital.
- [F4](continued from footnote 3) Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 8,500 shares of Series J Preferred Stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV, L.P. ("Pegasus Partners IV") may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners IV is the sole member of Holdings II.
- [F5](continued from footnote 4) Pegasus Investors IV, L.P. ("Pegasus Investors IV") is the general partner of Pegasus Partners IV and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors IV GP") is the general partner of Pegasus Investors IV. Pegasus Investors IV GP is wholly owned by Pegasus Capital. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut, Pegasus Capital, Pegasus Investors V GP, Pegasus Investors V and Pegasus Partners V each disclaims beneficial ownership of the securities directly held by Holdings III except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F6](continued from footnote 5) Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut, Pegasus Capital, Pegasus Partners IV, Pegasus Investors IV and Pegasus Investors IV GP each disclaims beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Documents
Issuer
LIGHTING SCIENCE GROUP CORP
CIK 0000866970
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000866970
Filing Metadata
- Form type
- 4
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 4:12 PM ET
- Size
- 22.8 KB