SEC FORM 4

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

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1. Name and Address of Reporting Person^*

COGUT CRAIG M

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL, LLC

99 RIVER ROAD

(Street)

COS COB

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)
11/17/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2011		M ⁽¹⁾ ⁽²⁾ ⁽³⁾		830,000	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	170,488,080	I	See Footnote ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Series F Preferred Stock	11/17/2011		M ⁽¹⁾ ⁽²⁾ ⁽³⁾		10,000	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	10,000	I	See Footnote ⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase	$1,000	11/17/2011		A ⁽¹⁾ ⁽²⁾ ⁽³⁾		40,000		11/17/2011	12/31/2011	Units ⁽¹⁾ ⁽²⁾ ⁽³⁾	40,000	⁽¹⁾ ⁽²⁾ ⁽³⁾	40,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Option to purchase	$1,000	11/17/2011		M ⁽¹⁾ ⁽²⁾ ⁽³⁾			10,000	11/17/2011	12/31/2011	Units ⁽¹⁾ ⁽²⁾ ⁽³⁾	10,000	⁽¹⁾ ⁽²⁾ ⁽³⁾	30,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Option to purchase	$1,000	11/17/2011		J ⁽¹⁾ ⁽²⁾ ⁽³⁾			1,500	11/17/2011	12/31/2011	Units ⁽¹⁾ ⁽²⁾ ⁽³⁾	1,500	⁽¹⁾ ⁽²⁾ ⁽³⁾	28,500 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Call Option (right to buy)	$1,000	11/17/2011		J ⁽¹⁾ ⁽²⁾ ⁽³⁾			10,000	11/17/2011	⁽³⁾	Units ⁽¹⁾ ⁽²⁾ ⁽³⁾	10,000	⁽¹⁾ ⁽²⁾ ⁽³⁾	0	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

1. Name and Address of Reporting Person^*

COGUT CRAIG M

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL, LLC

99 RIVER ROAD

(Street)

COS COB

06807

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PEGASUS CAPITAL LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

06807

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCA LSG Holdings, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

05807

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 17, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Subscription Agreement (the "Subscription Agreement") with PCA LSG Holdings, LLC ("PCA Holdings") and Pegasus Partners IV, L.P. ("Pegasus Partners" and together with PCA Holdings, the "Purchasers") pursuant to which the Issuer granted the Purchasers an option (the "Option") to purchase, in the aggregate, up to 40,000 units (the "Units") of the Issuer's securities at a purchase price of $1,000 per Unit, with each Unit consisting of: (a) one share of the Issuer's Series F Preferred Stock and (b) 83 shares of the Issuer's common stock. On November 17, 2011, as part of the Subscription Agreement, PCA Holdings partially exercised the Option by electing to purchase 10,000 of the Issuer's Units.

2. (cont'd from Footnote 1) Also on November 17, 2011, in accordance with the terms of the Subscription Agreement, PCA Holding assigned a portion of its right to an additional investor (the "Additional Investor") for no consideration to join the Subscription Agreement and that Additional Investor executed a joinder to the Subscription Agreement and partially exercised the Option by electing to purchase 1,500 of the Issuer's Units. PCA Holdings' and the Additional Investor's partial exercise of the Option reduced the Option held by each of the Purchasers to an Option to purchase 28,500 Units of the Issuer. In connection with entering into the Subscription Agreement, on November 17, 2011,

3. (cont'd from Footnote 2) PCA Holdings granted to certain limited partners of Pegasus Partners an option (the "Call Option") to purchase the 10,000 Units previously purchased by PCA Holdings. The Call Option was granted for no consideration and could be exercised by these certain limited partners of Pegasus Partners until approximately six months after issuance. As a result of their relationship with directors of the Issuer, the reporting persons have been recognized as directors by deputization of the Issuer and the Issuer's Committee of Independent Directors approved the Subscription Agreement before the Issuer, PCA Holdings and Pegasus Partners entered into the Subscription Agreement.

4. Pegasus Capital, LLC ("Pegasus Capital") may be deemed to indirectly beneficially own the 830,000 shares of the Issuer's common stock, the 10,000 shares of the Issuer's Series F Preferred Stock and the 28,500 options to purchase shares of the Issuer's common stock held by PCA Holdings because Pegasus Capital may be deemed to have voting and dispositive power over such shares due to its membership interest in PCA Holdings. Pegasus Capital is the sole member of PCA Holdings. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own the securities of the Issuer held by PCA Holdings to which this report relates because of Mr. Cogut's relationship with Pegasus Capital. Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Cogut.

5. (cont'd from Footnote 4) Mr. Cogut also may be deemed to indirectly beneficially own 135,742,333 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, LP ("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. Mr. Cogut also may be deemed to indirectly beneficially own the 1,635,800 shares of the Issuer's common stock held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such shares due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II.

6. (cont'd from Footnote 5) In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock owned directly by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. In addition, Mr. Cogut may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock 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.

7. (cont'd from Footnote 6) Pegasus Capital and Mr. Cogut disclaim beneficial ownership of the securities directly held by PCA Holdings, Holdings II, Pegasus Partners, Holdings and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut may be deemed to indirectly own 137,754 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors").

8. (cont'd from Footnote 7) Pegasus Capital Advisors IV GP, LLC ("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 held by 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.

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, Title: /s/ Craig Cogut	11/22/2011
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member, /s/ Craig Cugut	11/22/2011
	PCA LSG HOLDINGS, LLC, Name: Richard Weinberg, Title: Vice President, /s/ Richard Weinberg	11/22/2011
	** Signature of Reporting Person	Date
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