Can anyone explain the significance of the forms 3 & 4 LSGC filed on 11/22?
What does this mean and is it the reason for the drop in price recently?:
On November 17, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Subscription Agreement (the "Subscription Agreement") with PCA LSG Holdings, LLC ("PCA Holdings") and Pegasus Partners IV, L.P. ("Pegasus Partners" and together with PCA Holdings, the "Purchasers") pursuant to which the Issuer granted the Purchasers an option (the "Option") to purchase, in the aggregate, up to 40,000 units (the "Units") of the Issuer's securities at a purchase price of $1,000 per Unit, with each Unit consisting of: (a) one share of the Issuer's Series F Preferred Stock and (b) 83 shares of the Issuer's common stock. On November 17, 2011, as part of the Subscription Agreement, PCA Holdings partially exercised the Option by electing to purchase 10,000 of the Issuer's Units.
( 2) (continued from Footnote 1) Also on November 17, 2011, in accordance with the terms of the Subscription Agreement, PCA Holdings assigned a portion of its right to an additional investor (the "Additional Investor") for no consideration to join the Subscription Agreement and that Additional Investor executed a joinder to the Subscription Agreement and partially exercised the Option by electing to purchase 1,500 of the Issuer's Units. PCA Holdings' and the Additional Investor's partial exercise of the Option reduced the Option held by each of the Purchasers to an Option to purchase 28,500 Units of the Issuer. As a result of their relationship with directors of the Issuer, the Reporting Persons (as defined below) have been recognized as directors by deputization of the Issuer and the Issuer's Committee of Independent Directors approved the Subscription Agreement before the Issuer, PCA Holdings and Pegasus Partners entered into the Subscription Agreement.
( 3) Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP" and together with Pegasus Partners and Pegasus Investors, the "Reporting Persons") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut ("Mr. Cogut"). Pegasus Capital and Mr. Cogut are filing Forms 4 separately. By virtue of the foregoing, the Reporting Persons, Pegasus Capital and Mr. Cogut may be deemed to share voting power and power to direct the disposition of the Issuer's securities to which this report relates.
( 4) (continued from Footnote 3) Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Investors, Pegasus GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
AI
