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.OB ]	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) 09/21/2012
	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	09/21/2012		S(1)		8,200,000	D	(1)	161,660,868	I	See Footnotes(2)(3)(4)(5)(6)(7)(8)

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 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 Investors 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 Investors 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 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)

1. Name and Address of Reporting Person* LSGC Holdings 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* PP IV LED, 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* PP IV (AIV) LED, 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* LED Holdings, 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)

Explanation of Responses:

1. On September 21, 2012, LED Holdings, LLC ("LED") and LED Effects, Inc. ("LED Effects") entered into a Redemption of Membership Interest pursuant to which LED redeemed the 1,000,000 Class B Units of LED held by LED Effects in exchange for 8,200,000 shares of common stock of Lighting Science Group Corporation (the "Issuer").

2. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 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 IV, L.P. ("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 1,464,950 shares of the Issuer's common stock, 18,316 shares of Series I Convertible Preferred Stock (the "Series I Preferred Stock") and an option to purchase 21,131 shares of Series I Preferred Stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") (Continued in footnote 3)

3. because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. Mr. Cogut also may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 15,577 shares of Series I Preferred Stock and an option to purchase 21,131 shares of Series I Preferred 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 2,969,697 shares of the Issuer's common stock and an option to purchase 21,131 shares of Series I Preferred Stock directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. (Continued in footnote 4)

4. Mr. Cogut also may be deemed to indirectly beneficially own 20,972,496 shares of the Issuer's common stock directly held by 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. In addition, PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)") may be deemed to indirectly beneficially own the 20,972,496 shares of the Issuer's common stock directly held by LED and the 133,117,333 shares of the Issuer's common stock directly held by Holdings due to their membership interests in Holdings. Furthermore, Mr. Cogut may be deemed to indirectly beneficially own 137,754 shares of the Issuer's common stock and 121,324 shares of the Issuer's restricted common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV"). (Continued in footnote 5)

5. Pegasus Capital Advisors IV GP, LLC ("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 also may be deemed to indirectly beneficially own an option to purchase 21,131 shares of the Issuer's Series I Preferred Stock directly held by Pegasus Capital Advisors, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors GP, L.L.C. ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED, Pegasus Advisors IV and Pegasus Advisors 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. (Continued in footnote 6)

6. In addition, Pegasus Capital disclaims beneficial ownership of any of the Issuer's securities directly held by PCA Holdings except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Furthermore, Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV and PP IV (AIV) each disclaims beneficial ownership of any of the Issuer's securities directly held by Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV or PP IV (AIV) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in footnote 7)

7. Pegasus Capital, Pegasus GP and Pegasus Investors each disclaims beneficial ownership of any of the Issuer's securities directly held by Pegasus Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP or Pegasus Investors is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Pegasus Capital, Pegasus GP, Pegasus Investors and Pegasus Partners each disclaims beneficial ownership of any of the Issuer's securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP, Pegasus Investors or Pegasus Partners is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in footnote 8)

8. Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV, PP IV (AIV) and Holdings each disclaims beneficial ownership of any of the Issuer's securities directly held by LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV, PP IV (AIV) or Holdings is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

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 Lighting Science Group Corporation.

	Craig Cogut /s/ Craig Cogut	09/25/2012
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	09/25/2012
	PEGASUS INVESTORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	09/25/2012
	PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	09/25/2012
	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: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	09/25/2012
	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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer	09/25/2012
	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, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	09/25/2012
	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, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer	09/25/2012
	LED HOLDINGS, LLC, Name: Steven Wacaster, Title: Manager /s/ Steven Wacaster	09/25/2012
	** Signature of Reporting Person	Date
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