4//SEC Filing
LIGHTING SCIENCE GROUP CORP 4
Accession 0001181431-14-001710
CIK 0000866970operating
Filed
Jan 6, 7:00 PM ET
Accepted
Jan 7, 8:52 PM ET
Size
19.5 KB
Accession
0001181431-14-001710
Insider Transaction Report
Form 4
Salty Samer
Director
Transactions
- Purchase
Common Stock Warrants (right to buy)
2014-01-03+5,798,200→ 5,798,200 totalExercise: $0.00Exp: 2019-01-03→ Common Stock (5,798,200 underlying) - Purchase
Series J Convertible Preferred Stock, par value $0.001
2014-01-03$1000.00/sh+2,188$2,188,000→ 2,188 totalExercise: $0.95From: 2014-01-03→ Common Stock (2,303,158 underlying) - Purchase
Series J Convertible Preferred Stock, par value $0.001
2014-01-03$1000.00/sh+382$382,000→ 382 totalExercise: $0.95From: 2014-01-03→ Common Stock (402,105 underlying) - Purchase
Common Stock Warrants (right to buy)
2014-01-03+1,012,300→ 1,012,300 totalExercise: $0.00Exp: 2019-01-03→ Common Stock (1,012,300 underlying)
Footnotes (5)
- [F1]On January 3, 2014, in connection with Lighting Science Group Corporation (the "Issuer") issuing recently designated shares of Series J Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"), Cleantech Europe II (A) L.P. ("Cleantech A") agreed to purchase 2,188 units of the Issuer's securities (each, a "Series J Security" and collectively, the "Series J Securities"), each of which consists of (A) one share of Series J Preferred Stock and (B) a warrant to purchase 2,650 shares of the Issuer's common stock, par value $0.001 per share (each, a "Warrant" and collectively, the "Warrants"), at a price of $1,000 per Series J Security. Cleantech Europe II (B) L.P. ("Cleantech B") agreed to purchase 382 Series J Securities. Each such purchase will take place on or before January 15, 2014. (Continued in Footnote 2)
- [F2]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. Pursuant to the terms of the Series J Preferred Stock, no fractional shares of common stock will be issued upon conversion thereof. As of the date of this filing, the Series J Preferred Stock held by Cleantech A and Cleantech B is convertible into 2,303,158 shares and 402,105 shares, respectively, of common stock. 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.
- [F3]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 4)
- [F4]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.
- [F5]The Warrants are included within the Series J Securities purchased by the holder for $1,000 per Series J Security. The Warrants have an exercise price of $0.001 per share and each Warrant is exercisable upon the earlier to occur of the amendment of the Issuer's Certificate of Incorporation to increase the number of authorized shares of the Issuer's common stock and the date immediately preceding a change of control. If unexercised, the Warrants expire on January 3, 2019.
Issuer
LIGHTING SCIENCE GROUP CORP
CIK 0000866970
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000866970
Filing Metadata
- Form type
- 4
- Filed
- Jan 6, 7:00 PM ET
- Accepted
- Jan 7, 8:52 PM ET
- Size
- 19.5 KB