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* COGUT CRAIG M (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG ]	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) 08/28/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	08/28/2014		D(1)(2)(3)		69,041	D	$0.00(1)(2)(3)	162,575,731	I	See Footnotes(4)(5)(6)

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

1. Name and Address of Reporting Person* COGUT CRAIG M (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pegasus Capital Advisors IV, L.P. (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pegasus Capital Advisors IV GP, LLC (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 25, 2014, the Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") granted shares of restricted common stock of the Issuer directly to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") as director fees in respect of the 2014 service of Steven Wacaster on the Issuer's Board. Pursuant to the grant, the Issuer issued 240,000 shares of restricted common stock as director fees in respect of Mr. Wacaster's Board service. The shares of restricted common stock were all valued at $0.39 per share upon issuance. The shares of restricted common stock granted in respect of Mr. Wacaster's Board service fully vest on January 1, 2015. (Continued to Footnote 2)

2. Because as of August 28, 2014, Mr. Wacaster no longer serves on the Issuer's Board, Pegasus Advisors IV forfeited to the Issuer 69,041 shares of restricted common stock received as director fees for Mr. Wacaster's service. Because Mr. Wacaster served on the Issuer's Board as a representative of Pegasus Advisors IV and its affiliates, Mr. Wacaster does 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. Wacaster's Board service. (Continued to Footnote 3)

3. All securities issued as director fees for Mr. Wacaster's Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. In addition, Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to have an indirect pecuniary interest in the shares of restricted common stock issued in respect of Mr. Wacaster's Board service because Pegasus Partners has a right to receive a portion of the director compensation through a partial management fee offset.

4. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 133,117,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,464,950 shares of the Issuer's common stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. (Continued to Footnote 5)

5. Pegasus Capital is the managing member of PCA Holdings. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 2,877,314 shares of the Issuer's common stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Mr. Cogut may be deemed to indirectly beneficially own a portion of the 2,969,697 shares of the Issuer's common stock directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 20,972,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED") due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. (Continued to Footnote 6)

6. Furthermore, following the transaction reported on this Form 4, Mr. Cogut may be deemed to indirectly beneficially own a portion of the 1,173,941 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Advisors IV. Pegasus Capital Advisors IV GP, L.L.C. ("Pegasus Advisors IV GP") is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of Pegasus Advisors IV GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED and Pegasus Advisors IV except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	CRAIG COGUT, Name: Craig Cogut /s/ Craig Cogut	09/02/2014
	PEGASUS CAPITAL ADVISORS IV, L.P., By: Pegasus Capital Advisors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel	09/02/2014
	PEGASUS CAPITAL ADVISORS IV GP, L.L.C., Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel	09/02/2014
	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, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel	09/02/2014
	** Signature of Reporting Person	Date
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