Sec Form 4 Filing - DePalma James @ Revolution Lighting Technologies, Inc. - 2014-06-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
DePalma James
2. Issuer Name and Ticker or Trading Symbol
Revolution Lighting Technologies, Inc. [ RVLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ASTON CAPITAL, LLC, 177 BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2014
(Street)
STAMFORD, CT06901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Convertible Redeemable Preferred Stock, par $0.001 $ 4.5881 06/30/2014 J( 1 ) 5,000 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 1,089,776 ( 3 ) ( 1 ) 0 ( 1 ) I ( 2 ) By limited liability company ( 2 )
Series G Convertible Redeemable Preferred Stock, par $0.001 $ 2.3 06/30/2014 J( 1 ) 5,404.31 ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 2,349,700 ( 4 ) ( 1 ) 5,404.31 I ( 2 ) By limited liability company ( 2 )
Series G Convertible Redeemable Preferred Stock, par $0.001 $ 2.3 06/30/2014 J( 5 ) 1,640.08 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 713,078 ( 5 ) ( 5 ) 7,044.39 I ( 2 ) By limited liability company ( 2 )
Series G Convertible Redeemable Preferred Stock, par $0.001 $ 2.3 06/30/2014 J( 6 ) 10,955.61 ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 4,763,309 ( 6 ) ( 6 ) 18,000 ( 7 ) I ( 2 ) By limited liability company ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DePalma James
C/O ASTON CAPITAL, LLC, 177 BROAD STREET
STAMFORD, CT06901
X X
Signatures
/s/ Bianca Najjar, James A. DePalma, by power of attorney 07/02/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As of June 30, 2014, RVL 1 LLC ("RVL") held directly 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock (the "Series F Stock"). Pursuant to a reclassification exempt under Rule 16b-7, each share of Series F Stock, including the value of accrued but unpaid dividends and a redemption premium pursuant to Section 8(b) of the Certificate of Designations, Preferences and Rights of the Series F Stock, was reclassified into shares of Series G Senior Convertible Redeemable Preferred Stock (the "Series G Stock"). Accordingly, the 5,000 shares of Series F Stock held directly by RVL were exchanged for 5,404.31 shares of Series G Stock, each with a stated value of $1,000. As of June 30, 2014, Aston Capital, LLC ("Aston") held directly 12,595.69 shares of Series G stock.
( 2 )Aston is the managing member of RVL. James A. DePalma is an officer of RVL and a member and officer of Aston and may be deemed to beneficially own the securities of the Company held by RVL and Aston. Mr. DePalma's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any.
( 3 )As of June 30, 2014, immediately prior to the reclassification and exchange, the 5,000 shares of Series F Stock were convertible into 1,089,776 shares of common stock (the "Common Stock") at any time at the option of the holder, at a conversion price of $4.5881 per share and had no expiration date.
( 4 )As of June 30, 2014, immediately after the reclassification and exchange, RVL held 5,404.31 shares of Series G Stock. The 5,404.31 shares of Series G Stock are convertible into 2,349,700 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date.
( 5 )Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $1,640,085.35 owed to Aston by the issuer pursuant to a promissory note dated February 25, 2014. As of June 30, 2014, the 1,640.08 shares of Series G Stock are convertible into 713,078 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date.
( 6 )Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $10,955,609.09 owed to Aston by the issuer pursuant to a promissory note dated April 17, 2014. As of June 30, 2014, the 10,955.61 shares of Series G Stock are convertible into 4,763,309 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date.
( 7 )Following the exchanges described herein, the reporting person may be deemed to beneficially own an aggregate of 18,000 shares of Series G Stock.

Remarks:
Exhibit 24 - Power of Attorney

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