SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LaPenta Robert V Jr (Last) (First) (Middle) C/O ASTON CAPITAL, LLC 177 BROAD STREET (Street) STAMFORD CT 06901 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								46,153,692(1)	I	By limited liability company(1)

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 (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 Securities Underlying Derivative Security (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: 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							(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)

Explanation of Responses:

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 and the Robert V. LaPenta Jr. 2012 Trust (the "LaPenta Trust") is a member of RVL. Mr. LaPenta, Jr. is an officer of RVL, a member and officer of Aston, and a trustee and the beneficiary of the LaPenta Trust. As a result of the foregoing, Mr. LaPenta 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. LaPenta

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.

Remarks:

	/s/ Robert V. LaPenta, Jr.	02/25/2013
	** Signature of Reporting Person	Date
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