Statement of Ownership (sc 13g)
December 11 2014 - 03:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No.__)* |
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Lighting
Science Group Corporation |
(Name of Issuer) |
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Common
Stock, par value $0.001 per share |
(Title of Class of Securities) |
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53224G103 |
(CUSIP Number) |
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November
14, 2014 |
(Date of Event Which Requires Filing of This Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |
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x |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 8 Pages) |
______________________________
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 53224G103 | 13G | Page 2 of 8 Pages |
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1 |
NAMES OF REPORTING PERSONS
Serengeti Asset Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
48,134,210 shares of Common Stock(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
48,134,210 shares of Common Stock(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,134,210 shares of Common Stock(1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7% |
12 |
TYPE OF REPORTING PERSON
PN |
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(1) Includes (a) 13,684,210 shares of Common Stock
issuable upon the conversion of 13,000 shares of Series J Convertible Preferred Stock and (b) 34,450,000 shares
of Common Stock available upon exercise of warrants.
CUSIP No. 53224G103 | 13G | Page 3 of 8 Pages |
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1 |
NAMES OF REPORTING PERSONS
J.L. Serengeti Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
48,134,210 shares of Common Stock(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
48,134,210 shares of Common Stock(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,134,210 shares of Common Stock(1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7% |
12 |
TYPE OF REPORTING PERSON
OO |
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(1) Includes (a) 13,684,210 shares of Common Stock issuable
upon the conversion of 13,000 shares of Series J Convertible Preferred Stock and (b) 34,450,000 shares
of Common Stock available upon exercise of warrants.
CUSIP No. 53224G103 | 13G | Page 4 of 8 Pages |
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1 |
NAMES OF REPORTING PERSONS
Joseph A. LaNasa III |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
48,134,210 shares of Common Stock(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
48,134,210 shares of Common Stock(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,134,210 shares of Common Stock(1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7% |
12 |
TYPE OF REPORTING PERSON
IN |
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(1) Includes (a) 13,684,210 shares of Common Stock issuable
upon the conversion of 13,000 shares of Series J Convertible Preferred Stock and (b) 34,450,000 shares
of Common Stock available upon exercise of warrants.
CUSIP No. 53224G103 | 13G | Page 5 of 8 Pages |
Item 1(a). |
NAME OF ISSUER. |
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The name of the issuer is Lighting Science Group
Corporation (the "Issuer"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive offices are located at 1830 Penn Street, Melbourne, FL 32901. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is
jointly filed by and on behalf of each of Serengeti Asset Management LP (“Serengeti”), J.L. Serengeti Management
LLC (“J.L. Serengeti”) and Joseph A. LaNasa III (“Mr. LaNasa”, and together with Serengeti
and J.L. Serengeti, the “Reporting Persons”) with respect to the shares of Common Stock available upon
conversion of the Issuer’s Series J Convertible Preferred Stock and upon exercise of certain warrants issued by the
Issuer, in each case held by Serengeti Opportunities MM L.P. and Serengeti Lycaon MM L.P. |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
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The address of the business office of each of the Reporting Persons is 632 Broadway, 12th Floor, New York, NY 10012. |
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See Item 4 on the cover pages hereto. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Common Stock, $0.001 par value (the "Common
Stock"). |
Item 2(e). |
CUSIP NUMBER: |
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53224G103 |
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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CUSIP No. 53224G103 | 13G | Page 6 of 8 Pages |
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance
with
Rule 13d-1(b)(1)(ii)(F); |
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(g) |
☒ |
Parent holding company or control person in
accordance with
Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
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(j) |
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution: _________________________________________ |
Item 4. |
Ownership. |
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The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover pages hereto for the Reporting Persons and is incorporated herein by reference. |
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The percentages set forth in this Schedule 13G are based on the sum of (i) 209,946,697 shares of Common Stock
outstanding as of November 7, 2014, as reported in Amendment No. 1 to the Issuer’s Quarterly Report on Form 10-Q/A filed
on November 17, 2014 for the period ended September 30, 2014, (ii) 34,450,000 shares of Common Stock available upon exercise of
warrants and (iii) 13,684,210 shares of Common Stock available upon conversion of 13,000 shares of Series J Convertible Preferred
Stock issued to the Reporting Persons.
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not applicable. |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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Not applicable. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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Not applicable. |
CUSIP No. 53224G103 | 13G | Page 7 of 8 Pages |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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Not applicable. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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Each Reporting Person hereby makes the following certification: |
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 53224G103 | 13G | Page 8 of 8 Pages |
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: December 11, 2014
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Serengeti Asset management lp |
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By: /s/ Marc Baum |
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Name: Marc Baum |
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Title: Director |
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J.L. Serengeti Management LLC |
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By: /s/ Joseph A. LaNasa III |
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Name: Joseph A. LaNasa III |
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Title: Authorized Person |
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/s/ Joseph A. LaNasa III |
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Joseph A. LaNasa III |
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Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: December 11, 2014
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Serengeti Asset management lp |
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By: /s/ Marc Baum |
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Name: Marc Baum |
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Title: Director |
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J.L. Serengeti Management LLC |
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By: /s/ Joseph A. LaNasa III |
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Name: Joseph A. LaNasa III |
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Title: Authorized Person |
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/s/ Joseph A. LaNasa III |
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Joseph A. LaNasa III |
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