Filing Details
- Accession Number:
- 0001193125-17-029137
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-02 16:18:03
- Filed By:
- Led Holdings, Llc
- Company:
- Lighting Science Group Corp (OTCMKTS:LSCG)
- Filing Date:
- 2017-02-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LED Holdings | 20,972,495 | 0 | 20,972,495 | 0 | 20,972,495 | 9.6% |
| PP IV (AIV) LED | 154,089,828 | 0 | 154,089,828 | 0 | 154,089,828 | 70.8% |
| PP IV LED | 154,089,828 | 0 | 154,089,828 | 0 | 154,089,828 | 70.8% |
| PEGASUS PARTNERS IV | 263,894,242 | 0 | 263,894,242 | 0 | 263,894,242 | 82.0% |
| LSGC HOLDINGS | 154,089,828 | 0 | 154,089,828 | 0 | 154,089,828 | 70.8% |
| LSGC HOLDINGS II | 92,056,785 | 0 | 92,056,785 | 0 | 92,056,785 | 30.0% |
| LSGC HOLDINGS III | 235,938,571 | 0 | 235,938,571 | 0 | 235,938,571 | 52.0% |
| PCA LSG HOLDINGS | 52,217,318 | 0 | 52,217,318 | 0 | 52,217,318 | 19.4% |
| PEGASUS INVESTORS IV | 263,894,242 | 0 | 263,894,242 | 0 | 263,894,242 | 82.0% |
| PEGASUS INVESTORS IV GP | 268,894,242 | 0 | 268,894,242 | 0 | 268,894,242 | 82.3% |
| PEGASUS PARTNERS V | 235,938,571 | 0 | 235,938,571 | 0 | 235,938,571 | 52.0% |
| PEGASUS INVESTORS V | 235,938,571 | 0 | 235,938,571 | 0 | 235,938,571 | 52.0% |
| PEGASUS INVESTORS V (GP) | 240,938,571 | 0 | 240,938,571 | 0 | 240,938,571 | 52.5% |
| PEGASUS CAPITAL | 562,050,133 | 0 | 562,050,133 | 0 | 562,050,133 | 90.9% |
| CRAIG COGUT | 564,216,798 | 0 | 564,216,798 | 0 | 564,216,798 | 91.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 47)*
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)
January 27, 2017
(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).
| 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) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
20,972,495 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
20,972,495 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
20,972,495 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
9.6% (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by Lighting Science Group Corporation (the Issuer). |
1
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PP IV (AIV) LED, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
154,089,828 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
154,089,828 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
70.8% (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
2
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PP IV LED, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
154,089,828 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
154,089,828 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
70.8% (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
3
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS PARTNERS IV, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
263,894,242 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
263,894,242 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
263,894,242 (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
82.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, and a warrant to purchase 14,777,932 shares of common stock. |
| (2) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
4
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
LSGC HOLDINGS LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
154,089,828 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
154,089,828 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
154,089,828 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
70.8% (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
5
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons:
LSGC HOLDINGS II LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☒
| |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power:
92,056,785 (1) | ||||
| (8) | Shared voting power:
-0- | |||||
| (9) | Sole dispositive power:
92,056,785 (1) | |||||
| (10) | Shared dispositive power:
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
92,056,785 (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions): ☐
| |||||
| (13) | Percent of class represented by amount in Row (11):
30.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| (1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
| (2) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
6
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
LSGC HOLDINGS III LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
235,938,571 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
235,938,571 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
235,938,571 (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)
52.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes common stock issuable upon the conversion of 50,779 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, 50,779 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
7
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons:
PCA LSG HOLDINGS, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC use only:
☐ | |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☒
| |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power:
52,217,318 (1) | ||||
| (8) | Shared voting power:
-0- | |||||
| (9) | Sole dispositive power:
52,217,318 (1) | |||||
| (10) | Shared dispositive power:
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
52,217,318 (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions): ☐
| |||||
| (13) | Percent of class represented by amount in Row (11):
19.4% (1)(2) | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| (1) | Includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 8,500 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 8,500 warrants at a ratio of approximately 2,650 shares of common stock for each warrant. |
| (2) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
8
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS INVESTORS IV, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
263,894,242 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
263,894,242 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
263,894,242 (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
82.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, and a warrant to purchase 14,777,932 shares of common stock. |
| (2) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
9
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS INVESTORS IV GP, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
268,894,242 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
268,894,242 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
268,894,242 (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
82.3% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P, and a warrant to purchase 14,777,932 shares of common stock. |
| (2) | Based on 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
10
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS PARTNERS V, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
235,938,571 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
235,938,571 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
235,938,571 (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)
52.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes common stock issuable upon the conversion of 50,779 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, 50,779 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
11
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS INVESTORS V, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
235,938,571 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
235,938,571 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
235,938,571 (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)
52.0% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes common stock issuable upon the conversion of 50,779 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, 50,779 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
12
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS INVESTORS V (GP), L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
240,938,571 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
240,938,571 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
240,938,571 (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)
52.5% (1)(2) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes common stock issuable upon the conversion of 50,779 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, 50,779 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
13
| CUSIP No. 53224G103 |
| (1) | Names of reporting persons
PEGASUS CAPITAL, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☒
| |||||
| (6) | Citizenship or place of organization
Connecticut | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
562,050,133 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
562,050,133 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
562,050,133 (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)
90.9% (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, 78,936 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, 78,936 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
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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) ☒
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
564,216,798 (1) | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
564,216,798 (1) | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
564,216,798 (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)
91.1% (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, 78,936 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, 78,936 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 217,780,619 shares of common stock outstanding as of November 18, 2016, according to information provided by the Issuer. |
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Amendment No. 47 to Schedule 13D
This Amendment No. 47 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, Amendment No. 43 filed on February 26, 2016, Amendment No. 44 filed on May 27, 2016, Amendment No. 45 filed on July 28, 2016, and Amendment No. 46 filed on November 30, 2016.
Except as specifically provided herein, this Amendment No. 46 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 3. | Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference.
| Item 4. | Purpose of Transaction |
Item 4 of Schedule 13D is supplemented as follows:
On January 27, 2017, the Issuer issued and sold 3,000 units of its securities (Series J Securities) to LSGC Holdings III for $1,000 per Series J Security, or aggregate consideration of $3,000,000. Each Series J Security consists of (a) one share of Series J Convertible Preferred Stock of the Issuer, par value $0.001 per share (Series J Preferred Stock), and (b) a warrant to purchase 2,650 shares of common stock of the Issuer, par value $0.001 per share (the Common Stock), at an exercise price of $0.001 per share (a Warrant), subject to certain adjustments pursuant to the terms and conditions set forth in the Warrant Agreement, dated as of January 27, 2017, by and among the Issuer and LSGC Holdings III. The Issuer issued the Series J Securities pursuant to the Series J Preferred Stock Subscription Agreement dated January 27, 2017 (the Subscription Agreement) by and between the Issuer and LSGC Holdings III. Pursuant to the terms of the Subscription Agreement, the Issuer may issue up to an additional 12,000 Series J Securities to approved purchasers between January 27, 2017 and December 31, 2017.
Each share of Series J Preferred Stock is convertible at any time, at the election of the holder thereof, into the number of shares of Common Stock equal to the quotient obtained by dividing (a) $1,000 by (b) the $0.95 conversion price of the Series J Preferred Stock, subject to certain anti-dilution adjustments in accordance with the terms set forth in the Amended and Restated Certificate of Designation of the Series J Preferred Stock (as amended from time to time, the Series J Preferred COD). The Series J Preferred Stock has no expiration date. The designations, powers, rights and preferences of the Series J Preferred Stock are governed by the Series J Preferred COD, which was filed as Exhibit 4.3 to the Issuers Current Report on Form 8-K filed with the SEC on November 20, 2014.
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The Warrants contain substantially the same terms as the warrants issued to PCA Holdings on January 3, 2014, a copy of which was filed as Exhibit 4.5 to the Issuers Form 8-K filed with the SEC on January 8, 2014. However, the Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) January 27, 2022, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants), or (iii) the date of any Change of Control (as defined in the Warrants). As a result of their relationships with directors of the Issuer, LSGC Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuers Board of Directors approved Amendment No. 1 to the Subscription Agreement in advance of the acquisitions from the Issuer pursuant to that agreement.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated by reference as Exhibit 99.1, 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 on 217,780,619 shares of Common Stock outstanding as of November 18, 2016, according to information provided by the Issuer.
(c) The disclosure in Item 4 is incorporated by reference herein. Except as set forth herein and/or in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past 60 days.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(f) of Amendment No. 39 to this Schedule 13D is incorporated by reference herein.
(e) N/A
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of Schedule 13D is supplemented as follows:
The disclosure in Item 4 is incorporated by reference herein.
| Item 7. | Material to be filed as Exhibits |
| Exhibit | Description | |
| 99.1 | Series J Preferred Stock Subscription Agreement, dated January 27, 2017, by and among Lighting Science Group Corporation and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the SEC on February 2, 2017). | |
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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: February 2, 2017
| 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 | |
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| 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 | |
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| 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 | |
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| 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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