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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock, par value $0.001 per s | $ 0.13 | (2) | (2) | Common Stock, par value $0.001 per share | 153 (2) | 2 (2) | I | By limited liability company (1) | |||||||
Series C Convertible Preferred Stock, par value $0.001 per s | $ 0.6889 | (3) | (3) | Common Stock, par value $0.001 per share | 14,515,894 (3) | 10,000 (3) | I | By limited liability company (1) | |||||||
Series E Convertible Redeemable Preferred Stock, par $0.001 | $ 1.17 | 02/21/2013 | P | 5,000 (4) | (4) | (4) | Common Stock, par value $0.001 per share | 4,273,504 (4) | $ 1,000 | 5,000 (4) | I | By limited liability company (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Basil Robert A. Jr. C/O ASTON CAPITAL, LLC 177 BROAD STREET STAMFORD, CT 06901 |
X | X |
/s/ Robert A. Basil, Jr. | 02/25/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As of February 21, 2013, RVL 1 LLC ("RVL") held directly (i) 46,153,692 shares of shares of common stock, par value $0.001 (the "Common Stock"), (ii) 2 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Stock"), (iii) 10,000 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Stock") and (iv) 5,000 shares of Series E Convertible Redeemable Preferred Stock, par value $0.001 per share (the "Series E Stock"). Aston Capital, LLC ("Aston") is the managing member of RVL. Robert A. Basil, Jr. is an officer of RVL and a member and officer of Aston. As a result of the foregoing, Mr. Basil Jr. may be deemed to possess the power to vote and to direct the disposition of the securities of the Company beneficially owned by RVL and may be deemed to beneficially own such securities. Mr. Basil Jr.'s interest in the securities reported herein is limited to the extent of his pecuniary interest, if any. |
(2) | As of February 21, 2013, the 2 shares of Series B Stock are convertible into 153 shares of Common Stock at the option of the holder, RVL, at a conversion of $0.13 per share, subject to certain anti-dilution adjustments and has no expiration date. |
(3) | As of February 21, 2013, the 10,000 shares of Series C Stock are non-convertible. The Series C Stock is not currently convertible but will become convertible into 14,515,894 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $0.6889 per share, subject to certain anti-dilution adjustments, after Revolution Lighting Technologies, Inc. (the "Company") has complied with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended, with respect to the written consent of the majority stockholder of the Company, dated as of December 20, 2012, approving the issuance of Common Stock upon conversion of the Series C Stock pursuant to Nasdaq Listing Rule 5635. The Series C Stock has no expiration date. |
(4) | As of February 21, 2013, the 5,000 shares of Series E Stock are non-convertible. The Series E Stock is not currently convertible but will become convertible into 4,273,504 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $1.17 per share, subject to certain anti-dilution adjustments, after the Company has complied with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended, with respect to the written consent of the majority stockholder of the Company, dated as of February 21, 2013, approving the issuance of Common Stock upon conversion of the Series E Stock pursuant to Nasdaq Listing Rule 5635. The Series E Stock has no expiration date. |