Initial Statement of Beneficial Ownership (3)
December 11 2014 - 2:52PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Serengeti Asset Management LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/14/2014
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3. Issuer Name
and
Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [LSCG]
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(Last)
(First)
(Middle)
632 BROADWAY, 12TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10012
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series J Convertible Preferred Stock
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11/14/2014
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(3)
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Common Stock,par value $0.001 per share (the "Common Stock")
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13684210
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(5)
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I
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See footnotes
(1)
(2)
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Warrants
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11/14/2014
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(4)
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Common Stock
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34450000
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$0.001
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I
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See footnotes
(1)
(2)
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Explanation of Responses:
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(
1)
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Serengeti Asset Management LP acts as an investment adviser to, and manages investment accounts of Serengeti Opportunities MM L.P. and Serengeti Lycaon MM LP. Serengeti Asset Management LP may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by Serengeti Opportunities MM L.P. and Serengeti Lycaon MM LP. J.L. Serengeti Management LLC is the general partner of Serengeti Asset Management LP and may be deemed to control Serengeti Asset Management LP and beneficially own securities owned by it. Mr. LaNasa III is the sole member of J.L. Serengeti Management LLC and may be deemed to control J.L. Serengeti Management LLC and beneficially own securities owned by it.
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(
2)
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For purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purpose, each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of such reporting person's pecuniary interest therein.
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(
3)
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There is no expiration date.
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(
4)
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The warrants may be exercised during the period beginning on November 14, 2014 (date of issuance) and ending at 11:59 p.m. Eastern Time on the earlier of: (x) November 14, 2019, (y) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrants) or (z) the date of any Change of Control (as defined in the Warrants); provided, that if the Issuer has not provided notice to the warrant holder in accordance with Section 2(g) of the Warrant, the exercise period shall be extended until after the date that is five (5) days after the Issuer provides notice of the Change of Control to the warrant holder.
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(
5)
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Each share of Series J Preferred Convertible Stock is convertible into approximately 1,053 shares of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Serengeti Asset Management LP
632 BROADWAY, 12TH FLOOR
NEW YORK, NY 10012
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X
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J.L. Serengeti Management LLC
632 BROADWAY, 12TH FLOOR
NEW YORK, NY 10012
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X
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LANASA JOSEPH A III
632 BROADWAY, 12TH FLOOR
NEW YORK, NY 10012
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X
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Signatures
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/s/ Marc Baum, Director of Serengeti Asset Management LP
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12/11/2014
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**
Signature of Reporting Person
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Date
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/s/ Joseph A. LaNasa III, Authorized Person of J.L. Serengeti Management LLC
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12/11/2014
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**
Signature of Reporting Person
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Date
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/s/ Joseph A. LaNasa III
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12/11/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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