UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 39)*
Lighting
Science Group Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
53224G103
(CUSIP Number)
Daniel Stencel
LED Holdings, LLC
co
Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
(203)
869-4400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 30, 2015
(Date
of Event Which Requires Filing of this Statement)
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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
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).
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(1) |
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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) 10.0% (1) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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(1) |
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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) |
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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) 73.4% (1) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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(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) 73.4% (1) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
(1) |
|
Names of
reporting persons PEGASUS PARTNERS IV, LP |
(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
249,116,311 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
249,116,311 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
249,116,311 (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) 83.3% (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 and 19,657 warrants at a ratio of approximately 2,650
shares of common stock for each warrant. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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(1) |
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Names of
reporting persons LSGC HOLDINGS LLC |
(2) |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
(3) |
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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) 73.4% (1) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
(1) |
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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:
92,056,786 (1) |
|
(8) |
|
Shared voting power:
-0- |
|
(9) |
|
Sole dispositive power:
92,056,786 (1) |
|
(10) |
|
Shared dispositive power:
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person:
92,056,786 (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): 30.8% (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 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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(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)
WC |
(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
72,293,882 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
72,293,882 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
72,293,882 (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) 25.6% (1)(2) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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(1) |
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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:
52,217,319 (1) |
|
(8) |
|
Shared voting power:
-0- |
|
(9) |
|
Sole dispositive power:
52,217,319 (1) |
|
(10) |
|
Shared dispositive power:
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person:
52,217,319 (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): 20.0% (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 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
(1) |
|
Names of
reporting persons PEGASUS INVESTORS IV, LP |
(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
249,116,311(1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
249,116,311(1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
249,116,311(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) 83.3% (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 and 19,657 warrants at a ratio of approximately
2,650 shares of common stock for each warrant. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
|
|
|
|
(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
254,116,311(1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
254,116,311(1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
254,116,311(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) 83.6% (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 and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
|
(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)
WC |
(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
72,293,882 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
72,293,882 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
72,293,882 (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) 25.6% (1)(2) |
(14) |
|
Type of reporting person (see
instructions) PN |
(1) |
Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
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|
|
|
|
(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
72,293,882 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
72,293,882 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
72,293,882 (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) 25.6% (1)(2) |
(14) |
|
Type of reporting person (see
instructions) PN |
(1) |
Includes common stock issuable upon the conversion of 19,525 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 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
|
|
|
|
|
|
|
(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
77,293,882 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
77,293,882 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
77,293,882 (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) 26.9% (1)(2) |
(14) |
|
Type of reporting person (see
instructions) OO |
(1) |
Includes common stock issuable upon the conversion of 19,525 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, 19,525 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 209,948,400 shares of common stock outstanding as of January 29, 2015. |
|
|
|
|
|
|
|
(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
383,627,512 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
383,627,512 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
383,627,512 (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) 88.8% (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, 47,682 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, 47,682 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 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.
|
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
|
|
|
|
|
|
|
(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
384,801,454 (1) |
|
(8) |
|
Shared voting power
-0- |
|
(9) |
|
Sole dispositive power
384,801,454 (1) |
|
(10) |
|
Shared dispositive power
-0- |
(11) |
|
Aggregate amount beneficially owned by each reporting person
384,801,454 (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) 89.0% (1)(2) |
(14) |
|
Type of reporting person (see
instructions) IN |
(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, 47,682 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, 47,682 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 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P. |
(2) |
Based on 209,948,400 shares of common stock outstanding as of January 29, 2015. |
Amendment No. 39 to Schedule 13D
This Amendment No. 39 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), PP IV LED,
LLC (PPLED), Pegasus Partners IV, L.P. (PPIV), LSGC Holdings LLC (LSGC Holdings), LSGC Holdings II LLC (LSGC Holdings II), PCA LSG Holdings, LLC
(PCA Holdings) Pegasus Investors IV, L.P. (PIIV), Pegasus Investors IV GP, L.L.C. (PIGP), 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, and Amendment No. 38 filed on November 25, 2014. Except as specifically
provided herein, this Amendment No. 39 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. 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 this Schedule 13D is hereby replaced as follows:
(a) The Reporting Persons are:
1. LED Holdings, LLC
2. PP IV (AIV) LED, LLC
3. PP IV LED, LLC
4. Pegasus Partners IV, L.P.
5. LSGC Holdings LLC
6. LSGC Holdings II LLC
7. LSGC Holdings III LLC
8. PCA LSG Holdings, LLC
9. Pegasus Investors IV, L.P.
10. Pegasus Investors IV GP, L.L.C.
11. Pegasus Partners V,
L.P.
12. Pegasus Investors V, L.P.
13. Pegasus Investors
V (GP), L.L.C.
14. Pegasus Capital, LLC
15. Craig Cogut
(b) The business address of each of the Reporting Persons is:
c/o Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
(c) Each of the Reporting persons is engaged
in the business of investment.
(d) The Reporting persons (and the persons listed in Appendix A) have not during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Persons (and the persons listed in Appendix A) have not
during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Citizenship of the Reporting Persons is as
follows:
1. LED Holdings, LLC - Delaware
2. PP IV (AIV)
LED, LLC - Delaware
3. PP IV LED, LLC - Delaware
4.
Pegasus Partners IV, L.P. Delaware
5. LSGC Holdings LLC Delaware
6. LSGC Holdings II LLC Delaware
7. LSGC Holdings III
LLC Delaware
8. PCA LSG Holdings, LLC Delaware
9. Pegasus Investors IV, L.P. Delaware
10. Pegasus
Investors IV GP, L.L.C. Delaware
11. Pegasus Partners V, L.P. Delaware
12. Pegasus Investors V, L.P. Delaware
13. Pegasus
Investors V (GP), L.L.C. Delaware
14. Pegasus Capital, LLC Connecticut
15. Craig Cogut United States
PPIV is the managing
member of LSGC Holdings and the sole member of LSGC Holdings II. PIIV is the general partner of PPIV 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 PPIV, PIIV, PIGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of Lighting Science Group Corporation (the
Issuer) as to which this Amendment No. 39, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this Amendment No. 39 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. LSGC Holdings disclaims beneficial ownership of the shares of common stock held by LED Holdings, and this
Amendment No. 39, as may be amended, shall not be deemed an admission that LSGC Holdings is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.
Pegasus Partners V, L.P. (PPV) is the sole member of LSGC Holdings III LLC
(LSGC Holdings III). Pegasus Investors V, L.P. (PIV) is the general partner of PPV and Pegasus Investors V (GP), L.L.C. (PIVGP) is the general partner of PIV. 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, and this Amendment No. 39 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 is filed herewith.
Attached as Appendix A is information required to be disclosed in response to Item 2 and General Instruction C
to Schedule 13D by each applicable Reporting Person. Appendix A is incorporated by reference herein.
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is supplemented as
follows:
The disclosure in Item 4 below is incorporated by reference herein.
Item 4. |
Purpose of Transaction |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
Securities Purchase Agreement
Pursuant to a Securities Purchase Agreement (the Securities Purchase Agreement) by and between PCA Holdings and LSGC
Holdings III dated January 30, 2015, LSGC Holdings III purchased from PCA Holdings 8,000 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit for total consideration of $8,000,000. Each Series J Unit consists of one
share of Series J Convertible Preferred Stock, par value $0.001 per share (the Series J Preferred Stock), and a warrant to purchase 2,650 shares of the Issuers common stock. Each share of Series J Preferred Stock is
immediately convertible into shares of the Issuers common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of
the Series J Convertible Preferred Stock (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 Issuers Current Report on Form 8-K filed with the SEC on November 20, 2014.
The warrants included in the Series J Units 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 Issuers Form 8-K filed with the SEC on January 8, 2014. However, of the 8,000 warrants included in the 8,000 Series J Units, 4,000 of the warrants could be exercised beginning on
August 27, 2014 (the August 27 Warrants), 2,000 of the warrants could be exercised beginning on August 20, 2014 (the August 20 Warrants), and 2,000 of the warrants could be exercised
beginning on August 14, 2014 (the August 14 Warrants, and together with the August 27 Warrants and August 20 Warrants, the Purchased Warrants). Each of the Purchased Warrants has an
exercise price of $0.001, subject to adjustment as set forth in the Purchased Warrants. The August 27 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 27, 2019, (ii) the date on which the Issuer
consummates a Qualified Public Offering (as defined in the August 27 Warrants), or (iii) the date of any Change of Control (as defined in the August 27 Warrants). The August 20 Warrants expire at 11:59 p.m. Eastern Time on the
earlier of: (i) August 20, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 20 Warrants), or (iii) the date of any Change of Control (as defined in the August 20
Warrants). The August 14 Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) August 14, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the August 14 Warrants), or
(iii) the date of any Change of Control (as defined in the August 14 Warrants).
The foregoing description of the Securities
Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.1, and is incorporated herein by reference.
Series J Subscription Agreement
Pursuant to a Series J Subscription Agreement by and between the Issuer and LSGC Holdings III dated January 30, 2015 (the
Series J Subscription Agreement), LSGC Holdings III purchased 11,525 Series J Units of the Issuer for a purchase price of $1,000 per Series J Unit for total consideration of $11,525,000. Each Series J Unit consists of one
share of Series J Preferred Stock and a warrant to purchase 2,650 shares of the Issuers common stock (a Subscription Agreement Warrant). Each share of Series J Preferred Stock is immediately convertible into shares of
the Issuers common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in 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 Issuers Current Report on Form 8-K filed with the SEC on November 20, 2014.
The Subscription Agreement 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 Issuers Form 8-K filed with the SEC on January 8, 2014. The Subscription Agreement Warrants have an exercise price of $0.001, subject to adjustment as set forth in the Subscription Agreement
Warrants and may be exercised beginning on January 30, 2015. The Subscription Agreement Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) January 30, 2020, (ii) the date on which the Issuer consummates a Qualified
Public Offering (as defined in the Subscription Agreement Warrants), or (iii) the date of any Change of Control (as defined in the Subscription Agreement Warrants).
The foregoing description of the Series J Subscription Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Series J Subscription Agreement, which is incorporated by reference as Exhibit 99.2, and is incorporated herein by reference.
The Reporting Persons continuously assess the Issuers 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 Issuers 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.
Item 5. |
Interest in Securities of the Issuer |
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 upon 209,948,400 shares of common stock outstanding as of January 29, 2015.
(c) 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(f) of this Schedule 13D is incorporated by reference herein.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The disclosure in Item 4 is incorporated by reference herein.
The Securities Purchase Agreement is filed as Exhibit 99.1 to this Amendment No. 39 to Schedule 13D and is incorporated by reference
herein.
The Series J Subscription Agreement is incorporated by reference as Exhibit 99.2 to this Amendment No. 39 to Schedule 13D
and is incorporated by reference herein.
On February 6, 2015, the Reporting Persons entered into an Agreement Regarding the Joint Filing
of Schedule 13D (the Joint Filing Agreement) in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing
Agreement is filed as Exhibit 99.3 to this Amendment No. 39 to Schedule 13D and is incorporated herein by reference.
Item 7. |
Material to be Filed as Exhibits |
|
|
|
Exhibit |
|
Description |
|
|
99.1 |
|
Securities Purchase Agreement, dated January 30, 2015, by and between PCA LSG Holdings, LLC and LSGC Holdings III LLC. |
|
|
99.2 |
|
Series J Subscription Agreement, dated January 30, 2015, by and between Lighting Science Group Corporation and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed
with the SEC on February 5, 2015). |
|
|
99.3 |
|
Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons. |
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: February 6, 2015
|
|
|
LED HOLDINGS, LLC |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Manager |
|
PP IV (AIV) LED, LLC |
|
|
By: |
|
Pegasus Partners IV (AIV), L.P., |
|
|
its sole member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PP IV LED, LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its sole member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS PARTNERS IV, L.P. |
|
|
By: |
|
Pegasus Investors IV, L.P. |
|
|
its general partner |
|
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
LSGC HOLDINGS LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its managing member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
LSGC HOLDINGS II LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its sole member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
LSGC HOLDINGS III LLC |
|
|
By: |
|
Pegasus Partners V, L.P., its sole
member |
|
|
By: |
|
Pegasus Investors V, L.P., its general
partner |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PCA LSG HOLDINGS, LLC |
|
|
By: |
|
Pegasus Capital, LLC, |
|
|
its managing member |
|
|
By: |
|
/s/ Craig Cogut |
Name: |
|
Craig Cogut |
Title: |
|
President & Managing Member |
|
PEGASUS INVESTORS IV, L.P. |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS INVESTORS IV GP, L.L.C. |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS PARTNER V, L.P. |
|
|
By: |
|
Pegasus Investors V, L.P., its general
partner |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS INVESTORS V, L.P. |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
|
|
PEGASUS INVESTORS V (GP), L.L.C. |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS CAPITAL, LLC |
|
|
By: |
|
/s/ Craig Cogut |
Name: |
|
Craig Cogut |
Title: |
|
President & Managing Member |
|
/s/ Craig Cogut |
CRAIG COGUT |
Appendix A
BOARD OF MANAGERS OF LED HOLDINGS, LLC
|
|
|
|
|
Name |
|
Position |
|
Address |
Richard Davis |
|
Manager |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Manager |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
EXECUTIVE OFFICERS OF PP IV (AIV) LED, LLC
|
Name |
|
Position |
|
Address |
Richard Davis |
|
President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Vice President and Treasurer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
EXECUTIVE OFFICERS OF PP IV LED, LLC
|
Name |
|
Position |
|
Address |
Richard Davis |
|
President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Vice President and Treasurer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
GENERAL PARTNER OF PEGASUS PARTNERS IV, L.P.
|
Name |
|
Position |
|
Address |
Pegasus Investors IV, L.P. |
|
General Partner |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
MANAGING MEMBER OF LSGC HOLDINGS LLC
|
Name |
|
Position |
|
Address |
Pegasus Partners IV, L.P. |
|
Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
MANAGING MEMBER OF LSGC HOLDINGS II LLC
|
Name |
|
Position |
|
Address |
Pegasus Partners IV, L.P. |
|
Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
GENERAL PARTNER OF PEGASUS INVESTORS IV, L.P.
|
Name |
|
Position |
|
Address |
Pegasus Investors IV GP, L.L.C. |
|
General Partner |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
|
|
|
|
|
MANAGING MEMBER AND EXECUTIVE OFFICERS OF PEGASUS INVESTORS IV GP, L.L.C.
|
Name |
|
Position |
|
Address |
Pegasus Capital, LLC |
|
Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Craig Cogut |
|
President and Chairman |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Eric Gribetz |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Alec Machiels |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Richard Davis |
|
Chief Operating Officer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Andrew Cooper |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Chief Financial Officer and Treasurer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Anne Frank-Shapiro |
|
Chief Compliance Officer and Chief Administrative Officer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
MANAGING MEMBER AND EXECUTIVE OFFICER OF PEGASUS CAPITAL, LLC
|
Name |
|
Position |
|
Address |
Craig Cogut |
|
President and Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
MANAGING MEMBER AND EXECUTIVE OFFICERS OF PCA LSG Holdings, LLC
|
Name |
|
Position |
|
Address |
Pegasus Capital, LLC |
|
Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Craig Cogut |
|
President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Chief Financial Officer and Treasurer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
SOLE MEMBER OF LSGC HOLDINGS III LLC
|
Name |
|
Position |
|
Address |
Pegasus Partners V, L.P. |
|
Sole Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
GENERAL PARTNER OF PEGASUS PARTNERS V, L.P.
|
Name |
|
Position |
|
Address |
Pegasus Investors V, L.P. |
|
General Partner |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
|
|
|
|
|
GENERAL PARTNER OF PEGASUS INVESTORS V, L.P.
|
Name |
|
Position |
|
Address |
Pegasus Investors V (GP), L.L.C. |
|
General Partner |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
|
MANAGING MEMBER AND EXECUTIVE OFFICERS OF PEGASUS INVESTORS V (GP), L.L.C.
|
Name |
|
Position |
|
Address |
Pegasus Capital, LLC |
|
Managing Member |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Craig Cogut |
|
President and Chairman |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Eric Gribetz |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Alec Machiels |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Richard Davis |
|
Chief Operating Officer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Andrew Cooper |
|
Vice President |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Daniel Stencel |
|
Chief Financial Officer and Treasurer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Anne Frank-Shapiro |
|
Chief Compliance Officer and Chief Administrative Officer |
|
c/o Pegasus Capital Advisors,
99 River Road, Cos Cob, CT 06807 |
Exhibit 99.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this
Agreement) is entered into on January 30, 2015, by and between PCA LSG Holdings, LLC, a Delaware limited liability company (the Seller) and LSGC Holdings III LLC, a Delaware limited liability
company (the Buyer).
WHEREAS, on or about August 14, 2014, August 20, 2014, and
August 27, 2014, the Seller subscribed for and acquired an aggregate of 8,000 units from Lighting Science Group Corporation, a Delaware corporation (LSG), each unit (a Series J Unit)
consisting of (i) one share of Series J Convertible Preferred Stock, par value $0.001 per share of LSG (the Series J Preferred) and (ii) a warrant to purchase up to 2,650 shares of common stock, par value $0.001
per share, of LSG (the Common Stock, and each such warrant, a Series J Warrant); and
WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Seller desires to sell to the Buyer, and the Buyer
desires to buy from the Seller, 8,000 Series J Units.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto hereby agree as follows:
1. Purchase and Sale of Purchased Securities.
(a) Payment for Securities. Subject to the provisions of this Agreement, and relying upon the representations and warranties set forth
herein, the Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to the Buyer, 8,000 Series J Units free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting
trusts, proxies and other arrangements or restrictions of any kind (Encumbrances) (other than restrictions on transfer or Encumbrances under applicable state and federal securities laws and, with respect to the Series J
Preferred, pursuant to the Amended and Restated Certificate of Designation governing the Series J Preferred (collectively, Permitted Encumbrances)), for a purchase price of $1,000 per Series J Security for an aggregate
consideration equal to $8 million (the Purchase Price), which shall be paid in United States dollars.
(b) In
connection with the purchase and sale of the Purchased Securities, and effective upon the consummation thereof, in accordance with Section 5(g) of that certain Series J Subscription Agreement, dated as of August 14, 2014, by and among LSG
and the investors from time to time party thereto, including the Seller (the Subscription Agreement), the Seller hereby transfers and assigns all of its rights, privileges and obligations under the Subscription Agreement in
respect of the Purchased Securities and the Buyer hereby assumes all of the Sellers rights, privileges and obligations under the Subscription Agreement in respect of the Purchased Securities.
(c) Closing.
(i) The purchase and sale of the Series J Units contemplated hereby shall take place at a closing (the
Closing), which shall occur concurrently with the execution hereof. Any Series J Units sold pursuant to this Section 1(b)(i) (as a unit, and with respect to each of its constituent parts) shall be deemed to be
Purchased Securities for all purposes under this Agreement.
(ii) At the Closing the Buyer shall transmit, or cause to be transmitted, by wire
transfer of immediately available funds to the Seller, an amount equal to the Purchase Price.
(iii) At or as promptly as
practicable following the Closing, the Seller and the Buyer shall cooperate and instruct LSG or its transfer agent, as applicable, to reflect the sale and transfer of the Purchased Securities on the books and records of LSG, and shall execute and
deliver to LSG or its transfer agent, as applicable, such documents, certificates or other agreements as may be required thereby in connection with the foregoing transfer and sale.
(iv) For the avoidance of doubt, the parties hereto hereby agree that the effective date of the Closing as contemplated
hereunder shall be 12:01 a.m., New York City time, on January 30, 2015 (the Effective Time), and the parties hereto hereby agree to enter into such arrangements and take any and all actions (including without
limitation the execution of irrevocable voting proxies and assignments of dividends and distributions made in respect of the Purchased Securities following the Effective Time) as are reasonably necessary to give effect to the foregoing sale and
transfer.
2. Seller Representations and Warranties. The Seller hereby represents and warrants to the Buyer as of the date hereof
as follows:
(a) The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite power to carry on its business as presently conducted.
(b) The Seller has the requisite power and
authority to execute and deliver this Agreement and to perform all of its obligations hereunder.
(c) The Purchased Securities have been
duly authorized by LSG, are validly issued, fully paid and non-assessable.
(d) The Seller is the record owner of, and has good, valid and
marketable title to, the Purchased Securities, free and clear of all Encumbrances (other than Permitted Encumbrances). The Seller has the right, authority and power to sell, assign and transfer the Purchased Securities to the Buyer. Upon delivery to
the Buyer of the Purchased Securities, the Buyer shall acquire good, valid and marketable title to the Purchased Securities, free and clear of all Encumbrances (other than Permitted Encumbrances).
(e) The execution, delivery and performance by the Seller of this Agreement do not conflict with, violate or result in the breach of, or
create any Encumbrance (other than Permitted Encumbrances) on the Purchased Securities pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Seller is a party or is subject or by which the
Purchased Securities are bound.
2
(f) No broker, finder or investment banker is entitled to any brokerage, finders or other
fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.
3. Buyer Representations and Warranties. The Buyer represents and warrants to the Seller as of the date hereof as follows:
(a) The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and
has the requisite power to carry on its business as presently conducted.
(b) The Buyer has the requisite power and authority to execute
and deliver this Agreement and to perform all of its obligations hereunder.
(c) The execution, delivery and performance by the Buyer of
this Agreement do not conflict with, violate or result in the breach of, any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Buyer is a party or is subject.
(d) No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.
(e) The Buyer is acquiring the
Purchased Securities for the Buyers own account, and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the 1933
Act), or any state securities laws, and that the Purchased Securities may not be transferred or sold except pursuant to the registration provisions of the 1933 Act or pursuant to an applicable exemption therefrom and subject to state
securities laws and regulations, as applicable.
(f) The Buyer is knowledgeable in financial matters and is able to evaluate the risks and
benefits of an investment in the Purchased Securities. The Buyer understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. The Buyer has carefully considered
and has, to the extent the Buyer deems necessary, discussed with the Buyers professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Securities.
(g) The Buyer is able to bear the economic risk of its investment in the Purchased Securities for an indefinite period of time because the
Purchased Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. The Buyer: (i) understands and acknowledges
that the Purchased Securities being sold to the Buyer have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the
accuracy or adequacy of any information provided to the Buyer or the fairness of the terms of its investment in the Purchased Securities.
3
(h) The Buyer has had an opportunity to ask questions and receive answers concerning the terms
and conditions of the offering of the Purchased Securities and has had full access to such other information concerning LSG as has been requested.
(i) The Buyer is an accredited investor as that term is defined under the 1933 Act and Regulation D promulgated
thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the Securities and Exchange Commission (the
SEC) or its staff.
4. Miscellaneous Provisions.
(a) Buyer agrees not to make any sale, transfer or other disposition of the Purchased Securities in violation of the 1933 Act or the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the 1934 Act), or any applicable securities laws.
(e) Choice of Law. The laws of the State of New York without reference to any conflict of laws provisions thereof that would result in
the application of the law of a different jurisdiction, will govern all questions concerning the construction, validity and interpretation of this Agreement.
(f) Amendment and Waiver. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a
written instrument referencing this Agreement and signed by the Seller and the Buyer. No delay or failure of either party in exercising any right, power or remedy of such party hereunder shall affect or operate as a waiver thereof, nor shall any
single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder of the parties
are cumulative and not exclusive of any rights or remedies which it would otherwise have.
(g) Counterparts. This Agreement may be
executed in counterparts (including via facsimile or e-mail in .pdf format), each of which shall be an original and all of which shall constitute a single agreement.
(h) Effectiveness. It is understood that this Agreement is not effective and binding upon any of the parties hereto until executed and
delivered by each of the parties hereto.
(i) Headings. The headings contained in this Agreement are inserted for convenience only
and will not affect in any way the meaning or interpretation of this Agreement.
(j) Entire Agreement. This Agreement constitutes
the entire agreement and understanding between the Seller and the Buyer and the final expression thereof and supersedes any and all prior agreements and understandings, written or oral, formal or informal, between the Seller and the Buyer relating
to the subject matter hereof and thereof.
4
(l) WAIVER OF JURY TRIAL. THE BUYER AND THE SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE SELLER OR THE BUYER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT HEREOF.
(m) Rules of Construction. Words such as herein, hereunder, hereof and the
like shall be deemed to refer to this Agreement as a whole and not to any particular document or Article, Section or other portion in which such words appear. If a term is defined as one part of speech (such as a noun), it shall have a corresponding
meaning when used as another part of speech (such as a verb). Any reference to any federal, state, local or foreign statute, law or other legal regulation shall be deemed to also to refer to all rules and regulations promulgated thereunder.
References herein to $ shall be references to United States Dollars. The words include and including shall be deemed to mean include, without limitation, and including, without limitation.
In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted jointly by the parties and no presumption or burden of proof must arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
(n) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.
[Remainder of page intentionally
left blank]
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of
the date first written above.
|
|
|
SELLER: |
|
PCA LSG HOLDINGS, LLC |
|
|
By: |
|
Pegasus Capital, LLC, its managing member |
|
|
By: |
|
/s/ Daniel Stencel |
|
|
Name: Daniel Stencel |
|
|
Title: Chief Financial Officer & Treasurer |
|
BUYER: |
|
LSGC Holdings III LLC |
|
|
By: |
|
Pegasus Partners V, L.P., its sole member |
|
|
By: |
|
Pegasus Investors V, L.P., its general partner |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
|
|
Name: Daniel Stencel |
|
|
Title: Chief Financial Officer |
Signature Page to Securities Purchase Agreement
Exhibit 99.3
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and
among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto with respect to the securities referenced in such statement, as amended, and that this Agreement be included as an Exhibit to such
filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. Additionally, the undersigned hereby agree as
follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such
Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: February 6, 2015
|
|
|
LED HOLDINGS, LLC |
|
|
By: |
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/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Manager |
|
PP IV (AIV) LED, LLC |
|
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By: |
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Pegasus Partners IV (AIV), L.P., |
|
|
its sole member |
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By: |
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Pegasus Investors IV, L.P., |
|
|
its general partner |
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By: |
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Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PP IV LED, LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its sole member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS PARTNERS IV, L.P. |
|
|
By: |
|
Pegasus Investors IV, L.P. |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
LSGC HOLDINGS LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its managing member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
LSGC HOLDINGS II LLC |
|
|
By: |
|
Pegasus Partners IV, L.P., |
|
|
its sole member |
|
|
By: |
|
Pegasus Investors IV, L.P., |
|
|
its general partner |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
|
|
LSGC HOLDINGS III LLC |
|
|
By: |
|
Pegasus Partners V, L.P., its sole
member |
|
|
By: |
|
Pegasus Investors V, L.P., its general
partner |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PCA LSG HOLDINGS, LLC |
|
|
By: |
|
Pegasus Capital, LLC, |
|
|
its managing member |
|
|
By: |
|
/s/ Craig Cogut |
Name: |
|
Craig Cogut |
Title: |
|
President & Managing Member |
|
PEGASUS INVESTORS IV, L.P. |
|
|
By: |
|
Pegasus Investors IV GP, L.L.C., |
|
|
its general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS INVESTORS IV GP, L.L.C. |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS PARTNERS V, L.P. |
|
|
By: |
|
Pegasus Investors V, L.P. its general
partner |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
|
|
PEGASUS INVESTORS V, L.P. |
|
|
By: |
|
Pegasus Investors V (GP), L.L.C., its
general partner |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS INVESTORS V (GP), L.L.C. |
|
|
By: |
|
/s/ Daniel Stencel |
Name: |
|
Daniel Stencel |
Title: |
|
Chief Financial Officer and Treasurer |
|
PEGASUS CAPITAL, LLC |
|
|
By: |
|
/s/ Craig Cogut |
Name: |
|
Craig Cogut |
Title: |
|
President & Managing Member |
|
/s/ Craig Cogut |
CRAIG COGUT |
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