If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on 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 (“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).
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
LED HOLDINGS, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
20,972,495
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
20,972,495
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
20,972,495
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
9.6% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by Lighting Science Group Corporation (the “Issuer”).
|
2
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PP IV (AIV) LED, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
154,089,828
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
154,089,828
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
154,089,828
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
70.8% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
3
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS PARTNERS IV (AIV), L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
154,089,828
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
154,089,828
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
154,089,828
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
70.8% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
4
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PP IV LED, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
154,089,828
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
154,089,828
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
154,089,828
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
70.8% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
5
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS PARTNERS IV, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
263,894,242 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
263,894,242 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
263,894,242 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
82.0% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock
for each warrant, and a warrant to purchase 14,777,932 shares of common stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
6
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
LSGC HOLDINGS LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
154,089,828
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
154,089,828
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
154,089,828
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
70.8% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
7
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons:
LSGC HOLDINGS II LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions):
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only:
|
|
(4)
|
|
Source of funds (see
instructions):
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e): ☒
|
|
(6)
|
|
Citizenship or place of
organization:
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power:
92,056,785 (1)
|
|
|
(8)
|
|
Shared voting power:
-0-
|
|
|
(9)
|
|
Sole dispositive power:
92,056,785 (1)
|
|
|
(10)
|
|
Shared dispositive power:
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
92,056,785 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions): ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11):
30.0% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions):
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock
for each warrant.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
8
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
LSGC HOLDINGS III LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
329,727,518 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
329,727,518 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
329,727,518 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
60.3% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 62,179 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred
Stock, common stock issuable upon the conversion of 94,000 shares of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred Stock and 62,179 warrants at a ratio
of approximately 2,650 shares of common stock for each warrant.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
9
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
LSGC HOLDINGS III
A
, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
47,368,422 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
47,368,422 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
47,368,422 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
17.9% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred Stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
10
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons:
PCA LSG HOLDINGS, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions):
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only:
☐
|
|
(4)
|
|
Source of funds (see
instructions):
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e): ☒
|
|
(6)
|
|
Citizenship or place of
organization:
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power:
52,217,318 (1)
|
|
|
(8)
|
|
Shared voting power:
-0-
|
|
|
(9)
|
|
Sole dispositive power:
52,217,318 (1)
|
|
|
(10)
|
|
Shared dispositive power:
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
52,217,318 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions): ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11):
19.4% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions):
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 8,500 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 8,500 warrants at a ratio of approximately 2,650 shares of common stock
for each warrant.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
11
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS INVESTORS IV, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
263,894,242 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
263,894,242 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
263,894,242 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
82.0% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock
for each warrant, and a warrant to purchase 14,777,932 shares of common stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
12
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS CAPITAL PARTNERS IV, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
5,000,000
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
5,000,000
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
2.2% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
13
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS INVESTORS IV GP, L.L.C.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
268,894,242 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
268,894,242 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
268,894,242 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
82.3% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock
for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P, and a warrant to purchase 14,777,932 shares of common stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
14
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS PARTNERS V, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
329,727,518 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
329,727,518 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
329,727,518 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
60.3% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes common stock issuable upon the conversion of 62,179 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred
Stock, common stock issuable upon the exercise of options to purchase the conversion of 94,000 shares of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred
Stock and 62,179 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
15
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS INVESTORS V, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
329,727,518 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
329,727,518 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
329,727,518 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
60.3% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes common stock issuable upon the conversion of 62,179 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred
Stock, common stock issuable upon the conversion of 94,000 shares of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred Stock and 62,179 warrants at a ratio
of approximately 2,650 shares of common stock for each warrant.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
16
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS CAPITAL PARTNERS V, L.P.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
5,000,000
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
5,000,000
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
2.2% (1)
|
|
(14)
|
|
Type of reporting person (see
instructions)
PN
|
|
(1)
|
Includes a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
17
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS INVESTORS V (GP), L.L.C.
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
334,727,518 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
334,727,518 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
334,727,518 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
60.6% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 62,179 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred
Stock, common stock issuable upon the conversion of 94,000 shares of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred Stock, 62,179 warrants at a ratio of
approximately 2,650 shares of common stock for each warrant and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
18
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
PEGASUS CAPITAL, LLC
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
Connecticut
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
655,839,080 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
655,839,080 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
655,839,080 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
92.2% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
OO
|
|
(1)
|
Includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred
Stock, 90,336 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, common stock issuable upon the conversion of 94,000 shares of Series H
Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series H Convertible Preferred Stock, 90,336 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to
purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P., a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P, and a warrant to purchase 14,777,932 shares of common stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
19
CUSIP No. 53224G103
|
|
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
CRAIG COGUT
|
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Source of funds (see instructions)
OO
|
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☒
|
|
(6)
|
|
Citizenship or place of
organization
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
658,005,745 (1)
|
|
|
(8)
|
|
Shared voting power
-0-
|
|
|
(9)
|
|
Sole dispositive power
658,005,745 (1)
|
|
|
(10)
|
|
Shared dispositive power
-0-
|
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
658,005,745 (1)
|
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
|
(13)
|
|
Percent of class represented by amount
in Row (11)
92.3% (1)(2)
|
|
(14)
|
|
Type of reporting person (see
instructions)
IN
|
|
(1)
|
Includes options to purchase 992,723 shares of common stock issued to Pegasus Capital Advisors IV, L.P. related to director compensation in 2015. Includes common stock issuable upon the conversion of 33,893 shares of
Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 90,336 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of
common stock for each share of Series J Convertible Preferred Stock, common stock issuable upon the conversion of 94,000 shares of Series H Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series
H Convertible Preferred Stock, 90,336 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P., a warrant to purchase
5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P, and a warrant to purchase 14,777,932 shares of common stock.
|
|
(2)
|
Based on 217,787,020 shares of common stock outstanding as of April 21, 2017, according to information provided by the Issuer.
|
20
Amendment No. 49 to Schedule 13D
This Amendment No. 49 amends and supplements the Schedule 13D (the “
Schedule
13D
”) filed on
behalf of LED Holdings, LLC (“
LED Holdings
”), Pegasus Capital Advisors, L.P. (“
PCA
”), Pegasus Capital Advisors GP, L.L.C. (“
PCA GP
”), PP IV (AIV) LED, LLC
(“
PPAIV
”), Pegasus Partners IV (AIV), L.P. (“
PPIVAIV
”), PP IV LED, LLC (“
PPLED
”), Pegasus Partners IV, L.P. (“
PPIV
”), LSGC Holdings LLC (“
LSGC
Holdings
”), LSGC Holdings II LLC (“
LSGC Holdings II
”), LSGC Holdings III LLC (“
LSGC Holdings III
”), LSGC Holdings IIIa, LLC (formerly RW LSG Holdings, LLC) (“
LSGC Holdings
IIIa
”), PCA LSG Holdings, LLC (“
PCA Holdings
”), Pegasus Investors IV, L.P. (“
PIIV
”), Pegasus Capital Partners IV, L.P. (“
PCPIV
”), Pegasus Investors IV GP, L.L.C.
(“
PIGP
”), Pegasus Partners V, L.P. (“
PPV
”), Pegasus Investors V, L.P. (“
PIV
”), Pegasus Capital Partners V, L.P. (“
PCPV
”), Pegasus Investors V (GP), LLC
(“
PIVGP
”), Pegasus Capital, LLC (“
PCLLC
”), and Craig Cogut (“
Mr.
Cogut
”) with the Securities and Exchange Commission (the
“
SEC
”), as the case may be, on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008,
Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009, Amendment No. 8 filed on
September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, Amendment No. 13
filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, Amendment No. 17 filed on February 2, 2011,
Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011, Amendment No. 21 filed on December 23, 2011, Amendment No. 22 filed on
January 30, 2012, Amendment No. 23 filed on April 4, 2012, Amendment No. 24 filed on April 24, 2012, Amendment No. 25 filed on May 31, 2012, Amendment No. 26 filed on October 1, 2012, Amendment
No. 27 filed on September 17, 2013, Amendment No. 28 filed on December 5, 2013, Amendment No. 29 filed on January 8, 2014, Amendment No. 30 filed on January 15, 2014, Amendment No. 31 filed on
February 12, 2014, Amendment No. 32 filed on February 21, 2014, Amendment No. 33 filed on April 7, 2014, Amendment No. 34 filed on June 23, 2014, Amendment No. 35 filed on August 4, 2014, Amendment
No. 36 filed on August 20, 2014, Amendment No. 37 filed on September 5, 2014, Amendment No. 38 filed on November 25, 2014, Amendment No. 39 filed on February 26, 2015, Amendment No. 40 filed on
June 4, 2015, Amendment No. 41 filed on September 18, 2015, Amendment No. 42 filed on December 24, 2015, Amendment No. 43 filed on February 26, 2016, Amendment No. 44 filed on May 27, 2016, Amendment
No. 45 filed on July 28, 2016, Amendment No. 46 filed on November 30, 2016, Amendment No. 47 filed on February 2, 2017 and Amendment No. 48 filed on February 9, 2017.
Except as specifically provided herein, this Amendment No. 49 supplements, but does not modify, any of the disclosure previously reported in the Schedule
13D and the amendments referenced above. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Each capitalized term used but not defined herein has the meaning ascribed to such term
in the Schedule 13D, as amended.
|
Item 2.
|
Identity and Background
|
Item 2 of Schedule 13D is supplemented to include the following
information that was inadvertently omitted from Amendment No. 48 to this Schedule 13D (“
Amendment No. 48
”):
PPIV is the
managing member of LSGC Holdings and the sole member of LSGC Holdings II. PIIV is the general partner of PPIV and PCPIV, and PIGP is the general partner of PIIV. PIGP is wholly owned by PCLLC. PCLLC may be deemed to be directly or indirectly
controlled by Mr. Cogut. PCLLC is the managing member of PCA Holdings. As disclosed above, PCLLC may be deemed to be directly or indirectly controlled by Mr. Cogut.
Each of PPLED, PPAIV, PPIVAIV, PPIV, PIIV, PIGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of Lighting Science Group
Corporation (the “
Issuer
”) held by LSGC Holdings, LSGC Holdings II, PCPIV and PCA Holdings as to which this Schedule 13D, as may be amended, relates, other than any securities directly held by such persons, as applicable, and
this filing shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes.
LSGC Holdings, as a controlling member of LED Holdings may be deemed to be the beneficial owner of shares of common stock of the Issuer held by LED Holdings.
Each of LSGC Holdings, PPIV, PIIV, PIGP, PCLLC and Mr. Cogut disclaims beneficial ownership of the shares of common stock held by LED Holdings, as
to which this Schedule 13D, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this filing shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such
securities for purposes of Section 13(d) or for any other purpose.
PPV is the sole member of LSGC Holdings III, and LSGC Holdings III is the
managing member of LSGC Holdings IIIa. PIV is the general partner of PPV, and PIVGP is the general partner of PIV and PCPV. PCLLC is the sole member of PIVGP and, as disclosed above, PCLLC may be deemed to be directly or indirectly controlled by
Mr. Cogut.
Each of PPV, PIV, PIVGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of the Issuer held by LSGC Holdings
III, LSGC Holdings IIIa and PCPV, as to which this Schedule 13D, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this filing shall not be deemed an admission that any of such Reporting Persons
is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes.
The Reporting Persons have agreed to jointly
file this Schedule 13D. A Joint Filing Agreement was filed with Amendment No. 48.
Appendix A filed with Amendment No. 48 contains information
required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D by each applicable Reporting Person. Appendix A to Amendment No. 48 is incorporated by reference herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of Schedule 13D is supplemented and
superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference.
|
Item 4.
|
Purpose of Transaction
|
Item 4 of Schedule 13D is supplemented as follows:
Issuance of Series J Securities
On April 24, 2017,
the Issuer issued and sold 4,400 units of its securities (“
Series J Securities
”) to LSGC Holdings III for $1,000 per Series J Security, or aggregate consideration of $4,400,000. Each Series J Security consists of (a) one
share of Series J Convertible Preferred Stock of the Issuer, par value $0.001 per share (“
Series J Preferred Stock
”), and (b) a warrant to purchase 2,650 shares of common stock of the Issuer, par value $0.001 per share
(the “
Common Stock
”), at an exercise price of $0.001 per share (a “
Warrant
”), subject to certain adjustments pursuant to the terms and conditions set forth in the Warrant Agreement, dated as of
April 24, 2017, by and among the Issuer and LSGC Holdings III. The Issuer issued the Series J Securities pursuant to the Series J Preferred Stock Subscription Agreement, dated as of January 27, 2017 (the “
Subscription
Agreement
”), by and among the Issuer and LSGC Holdings III, as amended pursuant to the Amendment No. 1 described below.
21
Each share of Series J Preferred Stock is convertible at any time, at the election of the holder thereof, into
the number of shares of Common Stock equal to the quotient obtained by dividing (a) $1,000 by (b) the $0.95 conversion price of the Series J Preferred Stock, subject to certain anti-dilution adjustments in accordance with the terms set
forth in the Amended and Restated Certificate of Designation of the Series J Preferred Stock (as amended from time to time, the “
Series J Preferred COD
”). The Series J Preferred Stock has no expiration date. The designations,
powers, rights and preferences of the Series J Preferred Stock are governed by the Series J Preferred COD, which was filed as Exhibit 4.3 to the Issuer’s Current Report on Form
8-K
filed with the SEC on
November 20, 2014.
The Warrants contain substantially the same terms as the warrants issued to PCA Holdings on January 3, 2014, a copy of which
was filed as Exhibit 4.5 to the Issuer’s Form
8-K
filed with the SEC on January 8, 2014. However, the Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) April 24, 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 relationships with directors of the Issuer, LSGC
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 pursuant to that agreement.
Amendment No. 1 to Preferred Stock Subscription Agreement
On April 24, 2017, the Issuer entered into Amendment No. 1 (“
Amendment No. 1
”) to the Subscription Agreement. Amendment No. 1
increased the number of Series J Securities the Issuer may issue pursuant to the Subscription Agreement to approved purchasers between January 27, 2017 and December 31, 2017 from an aggregate of 15,000 Series J Securities to an aggregate
of 25,000 Series J Securities. As of April 24, 2017, an aggregate of 14,400 Series J Securities had been issued under the Subscription Agreement (including the 4,400 Series J Securities described above), and the issuer may issue up to an
additional 10,600 Series J Securities to approved purchasers between January 27, 2017 and December 31, 2017 under the Subscription Agreement, as amended by Amendment No. 1. LSGC Holdings III intends to subscribe for additional Series J
Securities in connection with the closing of the Issuer’s pending joint venture with MLS Co., Ltd. described in the Issuer’s Form 8-K filed on March 24, 2017.
A copy of the Subscription Agreement was filed with the SEC as Exhibit 10.1 to the Issuer’s Form
8-K
filed on
February 2, 2017, and is incorporated by reference into this Item 4 in Amendment No. 49 to this Schedule 13D. A copy of Amendment No. 1 to the Subscription Agreement was filed with the SEC as Exhibit 10.1 to the Issuer’s Form
8-K
filed on April 27, 2017, and is incorporated by reference into this Item 4 in Amendment No. 49 to this Schedule 13D.
The foregoing description of the Subscription Agreement and Amendment No. 1 to the Subscription Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Subscription Agreement and Amendment No. 1 to the Subscription Agreement.
The
Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the
Reporting Persons and/or their affiliates may acquire additional securities of the Issuer, including but not limited to Common Stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise
dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including,
without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other
factors that the Reporting Persons and/or their affiliates may deem material to its investment decision. Also, the Reporting Persons and/or their affiliates have had and will continue to have discussions with management regarding the operations of
the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set
forth herein and/or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of this Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) (b) Items 7 through 11 and 13 of each of the cover pages of this amended Schedule 13D are incorporated herein by reference.
Such information is based on 217,787,020 shares of Common Stock outstanding as of April 21, 2017, according to information provided by the Issuer.
(c) The disclosure in Item 4 is incorporated by reference herein. Except as set forth herein and/or in our previously filed amendments to Schedule 13D, as the
case may be, there have been no other transactions in the class of securities reported on that were effected within the past 60 days.
(d) The disclosure
regarding the relationship between the Reporting Persons in Item 2 of this Schedule 13D is incorporated by reference herein.
(e) N/A
22
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item
6 of Schedule 13D is supplemented as follows:
The disclosure in Item 4 is incorporated by reference herein.
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Item 7.
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Material to be filed as Exhibits
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Exhibit
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Description
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99.1
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Series J Preferred Stock Subscription Agreement, dated January 27, 2017, by and among Lighting Science Group Corporation and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report
on Form
8-K,
filed with the SEC on February 2, 2017).
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99.2
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Amendment No. 1 to Series J Preferred Stock Subscription Agreement, dated April 24, 2017, by and among Lighting Science Group Corporation and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the
Issuer’s Current Report on Form
8-K,
filed with the SEC on April 27, 2017).
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23
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 27, 2017
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LED HOLDINGS, LLC
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Manager
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PP IV (AIV) LED, LLC
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By:
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Pegasus Partners IV (AIV), L.P.,
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its sole member
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By:
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Pegasus Investors IV, L.P.,
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PEGASUS PARTNERS IV (AIV), L.P.
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By:
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Pegasus Investors IV, L.P.,
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PP IV LED, LLC
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By:
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Pegasus Partners IV, L.P.,
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its sole member
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By:
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Pegasus Investors IV, L.P.,
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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24
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PEGASUS PARTNERS IV, L.P.
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By:
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Pegasus Investors IV, L.P.
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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LSGC HOLDINGS LLC
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By:
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Pegasus Partners IV, L.P.,
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its managing member
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By:
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Pegasus Investors IV, L.P.,
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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LSGC HOLDINGS II LLC
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By:
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Pegasus Partners IV, L.P.,
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its sole member
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By:
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Pegasus Investors IV, L.P.,
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its general partner
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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LSGC HOLDINGS III LLC
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By:
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Pegasus Partners V, L.P.,
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its sole member
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By:
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Pegasus Investors V, L.P.,
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its general partner
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By:
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Pegasus Investors V (GP), L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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25
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LSGC HOLDINGS IIIA, LLC
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By:
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LSGC Holdings III LLC
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its sole member
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By:
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Pegasus Partners V, L.P.,
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its sole member
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By:
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Pegasus Investors V, L.P.,
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its general partner
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By:
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Pegasus Investors V (GP), L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PCA LSG HOLDINGS, LLC
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By:
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Pegasus Capital, LLC,
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its managing member
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By:
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/s/ Craig Cogut
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Name:
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Craig Cogut
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Title:
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President & Managing Member
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PEGASUS INVESTORS IV, L.P.
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PEGASUS CAPITAL PARTNERS IV, L.P.
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By:
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Pegasus Investors IV GP, L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PEGASUS INVESTORS IV GP, L.L.C.
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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26
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PEGASUS PARTNERS V, L.P.
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By:
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Pegasus Investors V, L.P.,
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its general partner
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By:
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Pegasus Investors V (GP), L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
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Chief Financial Officer and Treasurer
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PEGASUS INVESTORS V, L.P.
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By:
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Pegasus Investors V (GP), L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
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Daniel Stencel
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Title:
|
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Chief Financial Officer and Treasurer
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PEGASUS CAPITAL PARTNERS V, L.P.
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By:
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Pegasus Investors V (GP), L.L.C.,
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its general partner
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By:
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/s/ Daniel Stencel
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Name:
|
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Daniel Stencel
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Title:
|
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Chief Financial Officer and Treasurer
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PEGASUS INVESTORS V (GP), L.L.C.
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By:
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/s/ Daniel Stencel
|
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Name:
|
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Daniel Stencel
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Title:
|
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Chief Financial Officer and Treasurer
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PEGASUS CAPITAL, LLC
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By:
|
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/s/ Craig Cogut
|
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Name:
|
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Craig Cogut
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Title:
|
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President & Managing Member
|
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|
|
/s/ Craig Cogut
|
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CRAIG COGUT
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27