Amendment No. 45 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 45)*

 

 

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)

July 19, 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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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)    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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by Lighting Science Group Corporation (the “Issuer”).

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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)    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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    206,317,519 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    206,317,519 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    206,317,519 (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)

 

    49.5% (1)(2)

(14)  

Type of reporting person (see instructions)

 

    OO

 

(1) Includes common stock issuable upon the conversion of 42,779 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, 42,779 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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)    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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    206,317,519 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    206,317,519 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    206,317,519 (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)

 

    49.5% (1)(2)

(14)  

Type of reporting person (see instructions)

 

    PN

 

(1) Includes common stock issuable upon the conversion of 42,779 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, 42,779 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    206,317,519 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    206,317,519 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    206,317,519 (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)

 

    49.5% (1)(2)

(14)  

Type of reporting person (see instructions)

 

    PN

 

(1) Includes common stock issuable upon the conversion of 42,779 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, 42,779 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    211,317,519 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    211,317,519 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    211,317,519 (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)

 

    50.1% (1)(2)

(14)  

Type of reporting person (see instructions)

 

    OO

 

(1) Includes common stock issuable upon the conversion of 42,779 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, 42,779 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    532,429,080 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    532,429,080 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    532,429,080 (1)

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

(13)  

Percent of class represented by amount in Row (11)

 

    91.6% (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, 70,936 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, 70,936 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

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

 

    534,595,745 (1)

     (8)   

Shared voting power

 

    -0-

     (9)   

Sole dispositive power

 

    534,595,745 (1)

   (10)   

Shared dispositive power

 

    -0-

(11)  

Aggregate amount beneficially owned by each reporting person

 

    534,595,745 (1)

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

(13)  

Percent of class represented by amount in Row (11)

 

    91.8% (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, 70,936 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, 70,936 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 210,304,108 shares of common stock outstanding as of July 18, 2016, according to information provided by the Issuer.

Amendment No. 45 to Schedule 13D

This Amendment No. 45 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, and Amendment No. 44 filed on May 27, 2016.

Except as specifically provided herein, this Amendment No. 45 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 1. Security and Issuer

Item 1 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The address of the principal executive offices of Lighting Science Group Corporation (the “Issuer”) is 1350 Division Road, Suite 204, West Warwick, Rhode Island 02893.

 

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 and superseded, as the case may be, as follows:

Amendment No. 1 to Preferred Stock Subscription and Support Agreement

On July 19, 2016, the Issuer entered into Amendment No. 1 to the Preferred Stock Subscription and Support Agreement, dated September 11, 2015 (the “Amended Subscription Agreement”), with LSGC Holdings III and PPIV pursuant to which the Issuer issued 5,000 units of its securities (the “Series J Securities”) to LSGC Holdings III for $1,000 per Series J Security, or aggregate consideration of $5,000,000. Each Series J Security consists of (a) one share of Series J Convertible Preferred Stock of the Issuer, par value $0.001 per share (the “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”). Each share of Series J Preferred Stock is immediately convertible into shares of the 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 Issuer’s Current Report on Form 8-K filed with the SEC on November 20, 2014.

The Warrants contain substantially the same terms as the warrants issued to PCA Holdings on January 3, 2014, a copy of which was filed as Exhibit 4.5 to the Issuer’s Form 8-K filed with the SEC on January 8, 2014. However, the Warrants expire at 11:59 p.m. Eastern Time on the earlier of: (i) July 19, 2021, (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).

In addition, pursuant to the Amended Subscription Agreement, the Issuer is authorized to sell 25,000 Series J Securities in the aggregate in a series of transactions to purchasers designated by the Issuer’s Chief Executive Officer, Chief Financial Officer or Secretary from the period commencing on September 11, 2015 until March 27, 2017.

As a result of their relationship with directors of the Issuer, LSGC Holdings III and its affiliates have been recognized as directors by deputization of the Issuer, and the Issuer’s Board of Directors approved the Amended Subscription Agreement in advance of the acquisitions from the Issuer pursuant to that agreement.

The foregoing description of the Amended Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Subscription Agreement, which is incorporated by reference as Exhibit 99.1, and is incorporated herein by reference.

Consent to Increase in Authorized Shares of Series J Preferred Stock

Pursuant to a Consent of the Primary Investor of the Series J Convertible Preferred Stock of Lighting Science Group Corporation (the “Consent”), dated July 19, 2016, by and among the Issuer, PCA, PCA Holdings, LSGC Holdings II and LSGC Holdings III (PCA, PCA Holdings, LSGC Holdings II and LSGC Holdings III, collectively, “Pegasus”), Pegasus, as the “Primary Investor” in the Issuer’s Series J Preferred Stock, consented to the increase in the number of authorized shares of Series J Preferred Stock from 85,100 shares to 95,100 shares.

The foregoing description of the Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent, which is filed as Exhibit 99.2, and is incorporated herein by reference.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer, including but not limited to Common Stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their

affiliates may deem material to its investment decision. Also, the Reporting Persons and/or their affiliates have had and will continue to have discussions with management regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein and/or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

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 210,304,108 shares of Common Stock outstanding as of July 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 and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated by reference herein.

The Amended Subscription Agreement is incorporated by reference as Exhibit 99.1 to this Amendment No. 45 to Schedule 13D and is incorporated by reference herein.

The Consent is filed as Exhibit 99.2 to this Amendment No. 45 to Schedule 13D and is incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit

   

Description

99.1    Amendment No. 1 to Preferred Stock Subscription and Support Agreement, dated July 19, 2016, by and among Lighting Science Group Corporation, Pegasus Partners IV, L.P. and LSGC Holdings III LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on July 25, 2016).
99.2    Consent of the Primary Investor of the Series J Convertible Preferred Stock of Lighting Science Group Corporation, dated July 19, 2016, by and among Lighting Science Group Corporation, Pegasus Capital Advisors, L.P. PCA LSG Holdings, LLC, LSGC Holdings II LLC and LSCG Holdings III LLC.

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: July 28, 2016

 

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 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