Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 44)*

 

 

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

c\o 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)

May 26, 2016

(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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CUSIP No. 53224G103

 

(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)   x
(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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by Lighting Science Group Corporation (the Issuer) with the Securities and Exchange Commission (the SEC) on May 16, 2016.

 

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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)   x
(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)   73.3% (1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

 

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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)   x
(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)   73.3% (1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

 

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CUSIP No. 53224G103

 

(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)   x
(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)   84.0% (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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(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)   73.3% (1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

 

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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):   x
(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):   30.7% (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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   187,804,361 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   187,804,361 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   187,804,361 (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)   47.2% (1)(2)
(14)		Type of reporting person (see instructions)   OO

 

(1)

Includes common stock issuable upon the conversion of 37,779 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 37,779 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, and 554,221 shares of currently outstanding common stock underlying an option to purchase common stock.

(2)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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):   x
(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):   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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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CUSIP No. 53224G103

 

(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)   x
(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)   84.0% (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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(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)   84.2% (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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   187,804,361 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   187,804,361 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   187,804,361 (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)   47.2% (1)(2)
(14)		Type of reporting person (see instructions)   PN

 

(1)

Includes common stock issuable upon the conversion of 37,779 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 37,779 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, and 554,221 shares of currently outstanding common stock underlying an option to purchase common stock.

(2)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   187,804,361 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   187,804,361 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   187,804,361 (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)   47.2% (1)(2)
(14)		Type of reporting person (see instructions)   PN

 

(1)

Includes common stock issuable upon the conversion of 37,779 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 37,779 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, and 554,221 shares of currently outstanding common stock underlying an option to purchase common stock.

(2)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   192,804,361 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   192,804,361 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   192,804,361 (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)   47.8% (1)(2)
(14)		Type of reporting person (see instructions)   OO

 

(1)

Includes common stock issuable upon the conversion of 37,779 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 37,779 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, 554,221 shares of currently outstanding common stock underlying an option to purchase common stock, and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2)	Based on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   Connecticut
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   513,915,922 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   513,915,922 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   513,915,922 (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)   91.3% (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, 65,936 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 65,936 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, 554,221 shares of currently outstanding common stock underlying an option to purchase, 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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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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)   x
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   516,082,587 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   516,082,587 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   516,082,587 (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)   91.5% (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, 65,936 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 45,000 shares of Series H Convertible Preferred Stock and the conversion of such 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, 65,936 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, 554,221 shares of currently outstanding common stock underlying an option to purchase, 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 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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Amendment No. 44 to Schedule 13D

This Amendment No. 44 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), LSGC Holdings III LLC (LSGC Holdings III), PCA LSG Holdings, LLC (PCA Holdings), Pegasus Investors IV, L.P. (PIIV), Pegasus Investors IV GP, L.L.C. (PIGP), Pegasus Partners V, L.P. (PPV), Pegasus Investors V, L.P. (PIV), 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, and Amendment No. 43 filed on February 26, 2016.

Except as specifically provided herein, this Amendment No. 44 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 4.

Purpose of Transaction

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

Election of Directors

On May 26, 2016, in connection with the designation rights under the Amended and Restated Certificate of Designation governing Lighting Science Group Corporations (the Issuer) Series I Convertible Preferred Stock (the Series I Certificate of Designation), LSGC Holdings II, PCA Holdings and their affiliates elected seven directors to serve on the Issuers Board of Directors (the Board), including Craig Cogut, Richard H. Davis, Jr., David Crane, Joel Haney, General James L. Jones, Dennis McGill and Sanford R. Climan (each such director, a Series I Director) to serve on behalf of the holders of the Issuers Series I Convertible Preferred Stock, par value $0.001 per share (the Series I Preferred Stock). Each Series I Director may serve a one-year term expiring at the next Annual Meeting of Stockholders in 2017 and until the election and qualification of his successor or his earlier resignation or removal. Messrs. Cogut, Davis and Haney are representatives and affiliates of PCA, Pegasus Capital Advisors IV, L.P. (Pegasus Advisors IV) and their affiliates. Mr. Cogut is currently serving as Chairman of the Board of the Issuer. General Jones serves as a strategic advisor to PCA and is the President of Jones International Group LLC, d/b/a Jones Group International (Jones Group International). PCA and Jones Group International have entered into a general consulting agreement pursuant to which General Jones provides consulting services to PCA. Messrs. Climan, McGill and Crane each serve as an operating advisor to PCA.

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Pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect a portion of the Board equal to LSGC Holdings IIs, PCA Holdings and their affiliates proportionate share of the Issuers common stock on a fully diluted basis and may designate a director to serve as Chairman of the Board. In connection with the right to elect directors pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect additional directors to the Board and/or replace the directors they have elected to the Board pursuant to the terms of the Series I Certificate of Designation.

Director Grants

On May 26, 2016, the Board granted options to purchase shares of common stock of the Issuer (the Director Grants) directly to Pegasus Advisors IV as director fees in respect of the service of Richard H. Davis, Jr., Craig Cogut and Joel Haney, respectively, on the Issuers Board. Pursuant to the Director Grants, the Issuer issued 240,000 options to purchase shares of common stock to Pegasus Advisors IV as director fees in respect of Mr. Davis Board service, which included options to purchase 25,000 shares of common stock in respect of Mr. Davis service on the Boards Compensation Committee and options to purchase 15,000 shares of common stock in respect of Mr. Davis service as a committee chair, options to purchase 200,000 shares of common stock as director fees in respect of Mr. Coguts Board service, and options to purchase 120,219 shares of common stock in respect of Mr. Haneys Board service. The options to purchase shares of common stock granted in respect of Mr. Davis, Mr. Coguts and Mr. Haneys Board service vest in full on January 1, 2017, and will be exercisable at an exercise price of $0.07. Such options to purchase shares of common stock will expire on May 26, 2026. Because Mr. Davis, Mr. Cogut and Mr. Haney, each employees and/or partners, as the case may be, of Pegasus Advisors IV, serve on the Issuers Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Davis, Mr. Cogut and Mr. Haney do not have a right to any of the Issuers securities issued as director fees and Pegasus Advisors IV is entitled to receive all director fees payable by the Issuer in respect of Mr. Davis, Mr. Coguts and Mr. Haneys Board positions. All securities issued as director fees for Mr. Davis, Mr. Coguts and Mr. Haneys Board service were accordingly issued directly to Pegasus Advisors IV. Mr. Davis, Mr. Cogut and Mr. Haney each disclaims any direct beneficial ownership of the Issuers securities to which this report relates. Pegasus Capital Advisors IV GP, LLC (PCA IV GP) is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of PCA IV GP.

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 on 210,303,256 shares of common stock outstanding as of May 6, 2016, according to the Form 10-Q filed by the Issuer with the SEC on May 16, 2016.

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(c) The disclosure regarding the Director Grants 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(f) of Amendment No. 39 to this Schedule 13D is incorporated by reference herein.

(e) N/A

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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: May 27, 2016

 

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