SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Pegasus Capital Advisors, L.P. (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2012	3. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Pegasus Capital Advisors, L.P. (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pegasus Capital Advisors GP, L.L.C. (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)

Explanation of Responses:

Remarks:

Pegasus Capital Advisors GP, L.L.C. ("Pegasus Advisors GP") is the general partner of Pegasus Capital Advisors, L.P. ("Pegasus Advisors") and Craig Cogut is the sole owner and managing member of Pegasus Advisors GP. Craig Cogut files Section 16 reports separately but may file jointly with Pegasus Advisors and Pegasus Advisors GP in the future. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Pegasus Advisors and Pegasus Advisors GP are deemed directors by deputization by virtue of their representation on the Board of Directors of Lighting Science Group Corporation.

No securities are beneficially owned.

	PEGASUS CAPITAL ADVISORS, L.P., By: Pegasus Capital Advisors GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	05/24/2012
	PEGASUS CAPITAL ADVISORS GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	05/24/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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