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Lapenta Robert V - Revolution Lighting Technologies Inc. - For 12/21/12
  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
LAPENTA ROBERT V
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)
12/20/2012
(Street)
STAMFORD, CT   06901
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
Common Stock, par value, $0.001 per share 12/20/2012   C   28,600,923 ( 1 ) A $ 0.13 46,153,692 ( 1 ) I By limited liability company ( 3 )
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 B Convertible Preferred Stock, par value $0.001 per s $ 0.13 12/20/2012 C     371,812 ( 1 ) ( 1 ) ( 1 ) Common Stock, par value $0.001 per share 28,600,923 ( 1 ) $ 0 2 ( 1 ) I By limited liability company ( 3 )
Series C Convertible Preferred Stock, par value $0.001 per s $ 0.6889 12/20/2012 P   10,000 ( 2 )   ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 14,515,894 ( 2 ) $ 1,000 10,000 ( 2 ) I By limited liability company ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
  Director   10% Owner   Officer   Other
LAPENTA ROBERT V
C/O ASTON CAPITAL, LLC
177 BROAD STREET
STAMFORD, CT   06901
  X   X    
Signatures
/s/ Robert V. LaPenta 12/21/2012
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 20, 2012, RVL 1 LLC ("RVL") converted 371,812 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Stock"), into 28,600,923 shares of common stock, par value $0.001 (the "Common Stock"). The Series B Stock is convertible into shares of Common Stock at any time at the option of the holder, RVL, at a conversion price of $0.13 per share, subject to certain anti-dilution adjustments and has no expiration date.
( 2 )As of December 20, 2012, the 10,000 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "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 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.
( 3 )As of December 20, 2012, RVL held directly (i) 46,153,692 shares of Common Stock, (ii) 2 shares of Series B Stock and (iii) 10,000 shares of Series C Stock. Aston Capital LLC ("Aston") is the managing member of RVL. Robert V. LaPenta is a member and officer of RVL and a member and officer of Aston. As a result of the foregoing, Mr. LaPenta 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. LaPenta's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any.

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* 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).

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