Wagner Leon 4

Accession 0001181431-13-009572

CIK 0000866970other

View on SEC.gov Company Profile

Filed

Feb 13, 7:00 PM ET

Accepted

Feb 14, 2:30 PM ET

Size

36.5 KB

Accession

0001181431-13-009572

Insider Transaction Report

Form 4

Period: 2011-12-01

LIGHTING SCIENCE GROUP CORPLSCG

Wagner Leon

Director

Transactions

Other
Series F Preferred Stock
2011-12-01−1,500→ 0 total
Other
Series G Preferred Stock
2011-12-01+1,500→ 1,500 total
Exercise/Conversion
Common Stock
2012-03-21+84,034→ 1,267,597 total
Purchase
Common Stock
2012-04-12+83,000→ 1,350,597 total
Purchase
Series G Preferred Stock
2012-04-12+1,000→ 4,500 total
Purchase
Common Stock
2012-05-02+166,000→ 1,516,597 total
Purchase
Series G Preferred Stock
2012-05-02+2,000→ 6,500 total
Other
Series G Preferred Stock
2012-05-25−6,500→ 0 total
Sale
Common Stock
2012-09-12$0.89/sh−15,000$13,376→ 1,501,597 total
Sale
Common Stock
2012-09-13$0.89/sh−38,852$34,578→ 1,462,745 total
Award
Option
2012-03-14+1→ 1 total
From: 2012-03-14→ See Footnote
Exercise/Conversion
Option
2012-03-21−1→ 0 total
From: 2012-03-14→ See Footnote
Other
Series I Convertible Preferred Stock
2012-05-25+6,651→ 6,651 total
Exercise: $1.18From: 2012-05-25→ Common Stock (5,633,397 underlying)
Award
Option
2012-05-25+1→ 1 total
From: 2012-05-25→ See Footnotes
Exercise/Conversion
Option
2012-06-15−1→ 0 total
From: 2012-05-25→ See Footnotes
Exercise/Conversion
Option
2012-06-15+15,068→ 15,068 total
Exercise: $1.52From: 2012-06-15Exp: 2022-06-15→ Common Stock (15,068 underlying)

Footnotes (10)

[F1]On December 1, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Series G Unit Subscription Agreement pursuant to which the Issuer issued Series G preferred units (the "Series G Units"), with each Series G Unit consisting of: (i) one (1) share of the Issuer's Series G preferred stock, par value $0.001 per share ("Series G Preferred Stock"); and (ii) eighty-three (83) shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). Upon this issuance, and pursuant to the certificate of designation governing the Issuer's Series F preferred stock, par value $0.001 per share ("Series F Preferred Stock"), the reporting person became entitled (and elected) to convert his 1,500 shares of Series F Preferred Stock into the newly issued Series G Preferred Stock.
[F10]The stock options issued as director compensation for the period from May 25, 2012 through June 30, 2012 vested immediately upon issuance and the remaining stock options vested in two equal installments on the first day of the third and fourth calendar quarters of 2012, respectively.
[F2]On March 14, 2012, as compensation for the reporting person's service during 2012 as a member of the board of directors of the Issuer, the Issuer's board of directors granted the reporting person an option to elect to receive either: (i) 84,034 restricted shares of Common Stock or (ii) stock options to purchase 100,000 shares of Common Stock at an exercise price of $1.19 per share (the "March Compensation Option"). The March Compensation Option did not have a fixed expiration date and remained outstanding until the reporting person exercised the March Compensation Option on March 21, 2012, electing to receive his compensation solely in the form of restricted shares of Common Stock. Such restricted shares of Common Stock vested in equal quarterly installments on the first day of each calendar quarter of 2012, beginning January 1, 2012.
[F3]On April 12, 2012, the reporting person and the Issuer entered into a Series G Unit Subscription Agreement pursuant to which the Issuer agreed to issue 1,000 Series G Units to the reporting person at a price per Series G Unit of $1,000 and total consideration of $1,000,000.
[F4]This amount reflects the 2,000 shares of Series G Preferred Stock purchased by the reporting person on February 24, 2012 and reported on the reporting person's Form 4, filed February 29, 2012, as amended by that certain Form 4/A, filed February 13, 2013.
[F5]On May 2, 2012, the reporting person and the Issuer entered into a Series G Unit Subscription Agreement pursuant to which the Issuer agreed to issue 2,000 Series G Units to the reporting person at a price per Series G Unit of $1,000 and total consideration of $2,000,000.
[F6]On May 25, 2012, the Issuer entered into a Preferred Stock Subscription Agreement pursuant to which the Issuer agreed to issue Series H convertible preferred stock ("Series H Preferred Stock") and Series I convertible preferred stock ("Series I Preferred Stock"). Upon this issuance, and pursuant to the certificate of designation governing the Series G Preferred Stock (the "Series G Certificate of Designation"), the reporting person became entitled to convert his shares of Series G Preferred Stock into a number of shares of Series H Preferred Stock or Series I Preferred Stock equal to the aggregate liquidation value (as defined in the Series G Certificate of Designation) of his Series G Preferred Stock. The reporting person elected to convert all 6,500 of his shares of Series G Preferred Stock into 6,651 shares of Series I Preferred Stock.(continued in footnote 7)
[F7]Each share of Series I Preferred Stock is immediately convertible into approximately 847 shares of Common Stock, subject to certain adjustments in the Stated Value (as defined in the Certificate of Designation governing the Series I Preferred Stock). The Series I Preferred Stock has no expiration date.
[F8]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.89 to $0.91 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
[F9]On June 8, 2012, as compensation for the reporting person's service during 2012 as a member of the audit committee and committee of independent directors of the Issuer, the Issuer's board of directors granted the reporting person an option to purchase either: (i) 9,913 restricted shares of Common Stock or (ii) stock options to purchase 15,068 shares of Common Stock at an exercise price of $1.52 per share, the closing price on May 24, 2012 (the "May Compensation Option"). The May Compensation Option did not have a fixed expiration date and remained outstanding until the reporting person exercised the May Compensation Option on June 15, 2012, electing to receive his compensation solely in the form of stock options.(continued in footnote 10)

Documents

1 file

4
rrd370258.xmlPrimary
FORM 4

Issuer

LIGHTING SCIENCE GROUP CORP

CIK 0000866970

→

Entity typeother

Related Parties

filerCIK 0001513990

Filing Metadata

Form type: 4
Filed: Feb 13, 7:00 PM ET
Accepted: Feb 14, 2:30 PM ET
Size: 36.5 KB

View on SEC.gov