UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)*

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

Daniel Stencel

LED Holdings, LLC

c\o Pegasus Capital Advisors, L.P.

99 River Road

Cos Cob, CT 06807

(203) 869-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 28, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 53224G103

(1)	Names of reporting persons LED Holdings, LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 20,972,495
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 20,972,495
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 20,972,495
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 9.9% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PP IV (AIV) LED, LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 154,089,828
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 154,089,828
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 154,089,828
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 72.7% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PP IV LED, LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 154,089,828
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 154,089,828
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 154,089,828
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 72.7% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS PARTNERS IV, LP
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 249,116,310 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 249,116,310 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 249,116,310 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 82.7% (1)(2)
(14)	Type of reporting person (see instructions) PN

(1) Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons LSGC HOLDINGS LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 154,089,828
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 154,089,828
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 154,089,828
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 72.7% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons: LSGC HOLDINGS II LLC
(2)	Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(3)	SEC use only:
(4)	Source of funds (see instructions): OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): ¨
(6)	Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power: 92,056,785 (1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 92,056,785 (1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 92,056,785 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions): ¨
(13)	Percent of class represented by amount in row (11): 30.6% (1)(2)
(14)	Type of reporting person (see instructions): OO

(1) Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons LSGC HOLDINGS III LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 72,293,881 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 72,293,881 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 72,293,881 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 25.4% (1)(2)
(14)	Type of reporting person (see instructions) OO

(1) Includes common stock issuable upon the conversion of 19,525 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons: PCA LSG HOLDINGS, LLC
(2)	Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(3)	SEC use only: ¨
(4)	Source of funds (see instructions): OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): ¨
(6)	Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power: 52,217,318 (1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 52,217,318 (1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 52,217,318 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions): ¨
(13)	Percent of class represented by amount in row (11): 19.9% (1)(2)
(14)	Type of reporting person (see instructions): OO

(1) Includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 8,500 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 8,500 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS INVESTORS IV, LP
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 249,116,310(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 249,116,310(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 249,116,310(1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 82.7% (1)(2)
(14)	Type of reporting person (see instructions) PN

(1) Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS INVESTORS IV GP, L.L.C.
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 254,116,310(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 254,116,310(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 254,116,310(1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 83.0% (1)(2)
(14)	Type of reporting person (see instructions) OO

(1) Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS PARTNERS V, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 72,293,881 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 72,293,881 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 72,293,881 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 25.4% (1)(2)
(14)	Type of reporting person (see instructions) PN

(1) Includes common stock issuable upon the conversion of 19,525 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS INVESTORS V, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 72,293,881 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 72,293,881 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 72,293,881 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 25.4% (1)(2)
(14)	Type of reporting person (see instructions) PN

(1) Includes common stock issuable upon the conversion of 19,525 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS INVESTORS V (GP), L.L.C.
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 77,293,881 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 77,293,881 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 77,293,881 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 26.7% (1)(2)
(14)	Type of reporting person (see instructions) OO

(1) Includes common stock issuable upon the conversion of 19,525 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,525 warrants at a ratio of approximately 2,650 shares of common stock for each warrant and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons PEGASUS CAPITAL, LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 383,627,509 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 383,627,509 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 383,627,509 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 88.3% (1)(2)
(14)	Type of reporting person (see instructions) OO

(1) Includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 47,682 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 47,682 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

CUSIP No. 53224G103

(1)	Names of reporting persons CRAIG COGUT
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 385,241,450 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 385,241,450 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 385,241,450 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 88.7% (1)(2)
(14)	Type of reporting person (see instructions) IN

(1) Includes 440,000 shares of restricted stock issued to Pegasus Capital Advisors IV, L.P. related to director compensation in 2015 that are fully votable, but vest on January 1, 2016. Includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 47,682 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 47,682 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2) Based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

Amendment No. 40 to Schedule 13D

This Amendment No. 40 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of LED Holdings, LLC (“LED Holdings”), Pegasus Capital Advisors, L.P. (“PCA”), Pegasus Capital Advisors GP, L.L.C. (“PCA GP”), PP IV (AIV) LED, LLC (“PPAIV”), PP IV LED, LLC (“PPLED”), Pegasus Partners IV, L.P. (“PPIV”), LSGC Holdings LLC (“LSGC Holdings”), LSGC Holdings II LLC (“LSGC Holdings II”), LSGC Holdings III LLC (“LSGC Holdings III”), PCA LSG Holdings, LLC (“PCA Holdings”), Pegasus Investors IV, L.P. (“PIIV”), Pegasus Investors IV GP, L.L.C. (“PIGP”), Pegasus Partners V, L.P. (“PPV”), Pegasus Investors V, L.P. (“PIV”), Pegasus Investors V (GP), LLC (“PIVGP”), Pegasus Capital, LLC (“PCLLC”), and Craig Cogut (“Mr. Cogut”) with the Securities and Exchange Commission (the “SEC”), as the case may be, on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008, Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009, Amendment No. 8 filed on September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, Amendment No. 13 filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, Amendment No. 17 filed on February 2, 2011, Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011, Amendment No. 21 filed on December 23, 2011, Amendment No. 22 filed on January 30, 2012, Amendment No. 23 filed on April 4, 2012, Amendment No. 24 filed on April 24, 2012, Amendment No. 25 filed on May 31, 2012, Amendment No. 26 filed on October 1, 2012, Amendment No. 27 filed on September 17, 2013, Amendment No. 28 filed on December 5, 2013, Amendment No. 29 filed on January 8, 2014, Amendment No. 30 filed on January 15, 2014, Amendment No. 31 filed on February 12, 2014, Amendment No. 32 filed on February 21, 2014, Amendment No. 33 filed on April 7, 2014, Amendment No. 34 filed on June 23, 2014, Amendment No. 35 filed on August 4, 2014, Amendment No. 36 filed on August 20, 2014, Amendment No. 37 filed on September 5, 2014, Amendment No. 38 filed on November 25, 2014, and Amendment No. 39 filed on February 26, 2015. Except as specifically provided herein, this Amendment No. 40 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

Item 4. Purpose of Transaction

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

Election of Directors

On May 28, 2015, in connection with the designation rights under the Amended and Restated Certificate of Designation governing the Issuer’s Series I Convertible Preferred Stock (the “Series I Certificate of Designation”), LSGC Holdings II, PCA Holdings and their affiliates elected six directors to serve on the Board of Directors (the “Board”) of Lighting Science Group Corporation (the “Issuer”), including Craig Cogut, Richard H. Davis, Jr., Johnathan Rosenbaum, Seth Bernstein, General James L. Jones and Sanford R. Climan (each such director, a “Series I Director”) to serve on behalf of the holders of the Issuer’s Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”). Each Series I Director may serve a one-year term expiring at the next Annual Meeting of Stockholders in 2016 and until the election and qualification of his successor or his earlier resignation or removal. Messrs. Cogut and Davis are representatives and affiliates of PCA, Pegasus Capital Advisors IV, L.P. (“Pegasus Advisors IV”) and their affiliates. Mr. Cogut is currently serving as Chairman of the Board of the Issuer. Mr. Rosenbaum is a designee of LSGC Holdings II, PCA Holdings and their affiliates. Mr. Bernstein is a Senior Advisor to Mr. Cogut and PCA and Mr. Bernstein have entered into a general consulting agreement pursuant to which Mr. Bernstein provides consulting services to PCA. General Jones serves as a strategic advisor to PCA and is the President of Jones International Group LLC, d/b/a Jones Group International (“Jones Group International”). PCA and Jones Group International have entered into a general consulting agreement pursuant to which General Jones provides consulting services to PCA. Mr. Climan serves as an operating advisor to PCA.

Pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect a portion of the Board equal to LSGC Holdings II’s, PCA Holdings’ and their affiliates’ proportionate share of the Issuer’s common stock on a fully diluted basis and may designate a director to serve as Chairman of the Board. In connection with the right to elect directors pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect additional directors to the Board and/or replace the directors they have elected to the Board pursuant to the terms of the Series I Certificate of Designation.

Director Grants

On March 24, 2015, the Board granted shares of restricted common stock of the Issuer (the “Director Grants”) directly to Pegasus Advisors IV as director fees in respect of the service of Richard H. Davis, Jr. and Craig Cogut, respectively, on the Issuer’s Board. Pursuant to the Director Grants, the Issuer issued 240,000 shares of restricted common stock to Pegasus Advisors IV as director fees in respect of Mr. Davis’ Board service, and 200,000 shares of restricted common stock as director fees in respect of Mr. Cogut’s Board service. The shares of restricted common stock were all valued at $0.20 per share upon issuance. The shares of restricted common stock granted in respect of Mr. Davis’ and Mr. Cogut’s Board service were votable upon issuance but vest in full on January 1, 2016. Because Mr. Davis and Mr. Cogut, each employees and/or partners, as the case may be, of Pegasus Advisors IV, serve on the Issuer’s Board as representatives of Pegasus Advisors IV and its affiliates, each of Mr. Davis and Mr. Cogut do not have a right to any of the Issuer’s securities issued as director fees and Pegasus Advisors IV is entitled to receive all director fees payable by the Issuer in respect of Mr. Davis’ and Mr. Cogut’s Board positions. All securities issued as director fees for Mr. Davis’ and Mr. Cogut’s Board service were accordingly issued directly to Pegasus Advisors IV. Mr. Davis and Mr. Cogut each disclaim any direct beneficial ownership of the Issuer’s securities to which this report relates. Pegasus Capital Advisors IV GP, LLC (“PCA IV GP”) is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of PCA IV GP.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer, including but not limited to common stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to its investment decision. Also, the Reporting Persons and/or their affiliates have had and will continue to have discussions with management regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein and/or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) (b) Items 7 through 11 and 13 of each of the cover pages of this amended Schedule 13D are incorporated herein by reference. Such information is based on 212,004,390 shares of common stock outstanding as of May 13, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 15, 2015.

(c) The disclosure in Item 4 regarding the Director Grants is incorporated by reference herein. Except as set forth herein and/or in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past 60 days.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(f) of Amendment No. 39 to this Schedule 13D is incorporated by reference herein.

(e) N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 4, 2015

LED HOLDINGS, LLC
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Manager
PP IV (AIV) LED, LLC
By:	Pegasus Partners IV (AIV), L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PP IV LED, LLC
By:	Pegasus Partners IV, L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, L.P.
	its general partner

By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
LSGC HOLDINGS LLC
By:	Pegasus Partners IV, L.P.,
	its managing member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
LSGC HOLDINGS II LLC
By:	Pegasus Partners IV, L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
LSGC HOLDINGS III LLC
By:	Pegasus Partners V, L.P., its sole member
By:	Pegasus Investors V, L.P., its general partner

By:	Pegasus Investors V (GP), L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PCA LSG HOLDINGS, LLC
By:	Pegasus Capital, LLC,
	its managing member
By:	/s/ Craig Cogut
Name:	Craig Cogut
Title:	President & Managing Member
PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PEGASUS PARTNER V, L.P.
By:	Pegasus Investors V, L.P., its general partner
By:	Pegasus Investors V (GP), L.L.C., its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer

PEGASUS INVESTORS V, L.P.
By:	Pegasus Investors V (GP), L.L.C., its general partner
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PEGASUS INVESTORS V (GP), L.L.C.
By:	/s/ Daniel Stencel
Name:	Daniel Stencel
Title:	Chief Financial Officer and Treasurer
PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
Name:	Craig Cogut
Title:	President & Managing Member
/s/ Craig Cogut
CRAIG COGUT