LIGHTING SCIENCE GROUP CORP 4

Accession 0001181431-13-049060

CIK 0000866970operating

View on SEC.gov Company Profile

Filed

Sep 15, 8:00 PM ET

Accepted

Sep 16, 6:32 AM ET

Size

21.4 KB

Accession

0001181431-13-049060

Insider Transaction Report

Form 4

Period: 2013-09-11

LIGHTING SCIENCE GROUP CORPLSCG

Salty Samer

Director

Transactions

Other
Pre-emptive Right to Purchase
2013-09-11+1,110→ 1,110 total
From: 2013-09-11→ Series J Convertible Preferred Stock (1,110 underlying)
Other
Series H Conv. Preferred Stock, par value $0.001 per share
2013-09-11+3,638→ 3,638 total
Exercise: $0.95→ Common Stock,par value $0.001 per share (3,829,473 underlying)
Other
Pre-emptive Right to Purchase
2013-09-11+193→ 193 total
From: 2013-09-11→ Series J Convertible Preferred Stock (193 underlying)
Other
Series H Conv. Preferred Stock, par value $0.001 per share
2013-09-11+20,862→ 20,862 total
Exercise: $0.95→ Common Stock,par value $0.001 per share (21,960,000 underlying)

Footnotes (7)

[F1]On September 11, 2013, in connection with Lighting Science Group Corporation (the "Issuer") issuing newly designated shares of Series J Preferred Stock (the "Series J Preferred Stock"), the Issuer issued to Cleantech Europe II (A) L.P. ("Cleantech A") a pre-emptive right (the "Cleantech A Right") to purchase a pro rata amount of the Series J Preferred Stock (based upon such holder's ownership of the Issuer's outstanding shares of common stock, par value $0.001 per share ("Common Stock"), on a fully diluted, as converted basis) at a price of $1,000 per share and to Cleantech Europe II (B) L.P. ("Cleantech B") a pre-emptive right (the "Cleantech B Right" and together with the Cleantech A Right, the "Cleantech Rights") to purchase a pro rata amount of the Series J Preferred Stock (based upon such holder's ownership of Common Stock, on a fully diluted, as converted basis) at a price of $1,000 per share. (Continued in Footnote 2)
[F2]The Cleantech Rights were issued pursuant to certain pre-existing pre-emptive rights held by Cleantech A and Cleantech B as holders of shares of the Issuer's Series H Convertible Preferred Stock (the "Series H Preferred Stock") and described in the Amended and Restated Certificate of Designation governing the shares of Series H Preferred Stock (the "Series H COD") filed on September 11, 2013, and expire ten days after receipt of a pre-emptive rights offering notice from the Issuer. The Series J 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. The conversion price is initially $0.95 and is subject to adjustment upon certain events. (Continued in Footnote 3)
[F3]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. If Cleantech A exercises the Cleantech A Right, it would be permitted to convert the Series J Preferred Stock into 1,168,421 shares of Common Stock as of the date of such purchase. If Cleantech B exercises the Cleantech B Right, it would be permitted to convert the Series J Preferred Stock into 203,157 shares of Common Stock as of the date of such purchase. Pursuant to the terms of the Series J Preferred Stock, no fractional shares of Common Stock will be issued upon conversion thereof.
[F4]These securities are directly owned by Cleantech A and Cleantech B. As the sole general partner of both Cleantech A and Cleantech B, Cleantech II General Partner L.P. ("Cleantech GP LP") 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 Cleantech GP LP, Cleantech II General Partner Limited ("Cleantech GP") 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 investment advisor of Cleantech A and Cleantech B, Zouk Capital LLP ("ZCL") may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (Continued in Footnote 5)
[F5]As the majority partner of ZCL and the sole shareholder of Cleantech GP, Zouk Ventures Ltd ("ZVL") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of Cleantech A and Cleantech B, and as a director of Cleantech GP and ZVL, Mr. Salty may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech A and Cleantech B, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
[F6]In connection with the issuance of the Series J Preferred Stock, the Issuer Amended and Restated the Series H COD to, among other things, reduce the price used to determine the number of shares of Common Stock each share of Series H Preferred Stock can be converted into at the election of each holder from $1.18 to $0.95.
[F7]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 September 25, 2012 for $1,000 per share.

Documents

2 files

Issuer

LIGHTING SCIENCE GROUP CORP

CIK 0000866970

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Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000866970

Filing Metadata

Form type: 4
Filed: Sep 15, 8:00 PM ET
Accepted: Sep 16, 6:32 AM ET
Size: 21.4 KB

View on SEC.gov