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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 Prfrd Stock, par value $0.001 per share | $ 0.13 | (3) | (3) | Common Stock, Par Value $0.001 Per Share | (3) | 371,814 (3) | I | By limited liability company (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DePalma James C/O ASTON CAPITAL, LLC, 177 BROAD STREET STAMFORD, CT 06901 |
X | X |
/s/ James A. DePalma | 12/14/2012 | |
**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) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.724 to $0.764, inclusive. The reporting person undertakes to provide to Revolution Lighting Technologies, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of s hares sold at each separate price within the ranges set forth in this footnote (1). |
(2) | As of December 14, 2012, RVL 1 LLC ("RVL") held directly (i) 17,552,769 shares of common stock par value $0.001 (the "Common Stock") and (ii) 371,814 shares of Series B Convertible Preferred Stock par value $0.001 per share (the "Preferred Stock"). Aston Capital LLC ("Aston") is the managing member of RVL. James A. DePalma is an officer of RVL and a member and officer of Aston. As a result of the foregoing, Mr. DePalma possesses 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. DePalma's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any. |
(3) | The 371,814 shares of Preferred Stock are convertible into 28,601,076 shares of Common Stock at the option of the holder, RVL, at a conversion price of $0.13 per share, subject to certain anti-dilution adjustments, and have no expiration date. |