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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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^*

Pegasus Capital Advisors IV, L.P.

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

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)
05/25/2012

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)
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	05/25/2012		D⁽¹⁾⁽²⁾		42,018⁽¹⁾⁽²⁾	D	$1.19⁽¹⁾⁽²⁾	179,770	D
Common Stock	07/10/2012		M⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		39,654⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	A	$1.52⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	219,424	D
Common Stock	07/10/2012		M⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		39,654⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	A	$1.52⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	259,078	D

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	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	05/25/2012		A⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		05/25/2012	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Option	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	05/25/2012		A⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		05/25/2012	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	2⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Option	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	07/10/2012		M⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾			1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	05/25/2012	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Option	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	07/10/2012		M⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾			1⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	05/25/2012	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D

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

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

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 May 25, 2012, Richard Weinberg ("Mr. Weinberg") resigned from the Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer"). Because Mr. Weinberg, a partner of an affiliate of Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV") and an employee of an affiliate of Pegasus Advisors IV, served on the Issuer's Board as a representative of Pegasus Advisors IV, Mr. Weinberg did not have a right to any of the Issuer's securities issued as director fees and Pegasus Advisors IV was entitled to receive all director fees payable by the Issuer in respect of Mr. Weinberg's Board position. As previously reported, on March 23, 2012, the Issuer issued 84,034 shares of restricted common stock valued at $1.19 per share to Pegasus Advisors IV as director fees for Mr. Weinberg's Board service. (Continued in Footnote 2)

2. The 84,034 shares of restricted common stock were to vest in substantially similar portions on the first day of each quarter of 2012. Each installment would only vest if the director for which the fees were being paid was serving on the Issuer's Board on the vesting date. Due to Mr. Weinberg's resignation from the Issuer's Board, the installments of restricted common stock that were to vest on the first day of the third and fourth quarters of 2012, amounting to 42,018 shares in the aggregate, will no longer vest (which amount was previously reported on Table I) and the stock certificates for those shares have been cancelled by the Issuer.

3. On May 25, 2012, the Board appointed Steven Wacaster ("Mr. Wacaster") and Andrew Cooper ("Mr. Cooper") as members of the Board. As of May 25, 2012, the Board granted Pegasus Advisors IV certain director fees in respect of Mr. Wacaster's and Mr. Cooper's Board service. Because Mr. Wacaster and Mr. Cooper, both partners of an affiliate of Pegasus Advisors and employees of an affiliate of Pegasus Advisors, serve on the Issuer's Board as representatives of Pegasus Advisors IV, Mr. Wacaster and Mr. Cooper 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 Wacaster's and Mr. Cooper's Board positions. (Continued in Footnote 4)

4. All securities issued as director fees for Mr. Wacaster's and Mr. Cooper's Board service to which this report relates were accordingly issued directly to Pegasus Advisors IV. Mr. Wacaster and Mr. Cooper disclaim beneficial ownership of all of the Issuer's securities to which this report relates and at no time have Mr. Wacaster or Mr. Cooper had any pecuniary interest in such securities. The Issuer granted Pegasus Advisors IV an option to elect to receive either 39,654 shares of Issuer restricted common stock valued at $1.52 per share or options to purchase 60,274 shares of Issuer common stock at an exercise price of $1.52 per share for Mr. Wacaster's director fees and an identical option for Mr. Cooper's director fees. (Continued in Footnote 5)

5. These options were immediately exercisable by Pegasus Advisors IV and did not have fixed expiration dates but rather would remain outstanding through the time an election was made for Pegasus Advisors IV to receive the director fees in either Issuer restricted common stock or options to purchase Issuer common stock and Pegasus Advisors IV would thereafter exercise the option accordingly. On July 10, 2012, an election was made for Pegasus Advisors IV to receive the 39,654 shares of restricted common stock as director fees, Pegasus Advisors IV exercised each of its options to receive 39,654 shares of restricted common stock and the Issuer issued 79,308 shares of restricted common stock in the aggregate to Pegasus Advisors IV. (Continued in Footnote 6)

6. The shares of restricted common stock that were issued for the period from May 25, 2012 through June 30, 2012, equal to 6,320 shares for each of Mr. Wacaster and Mr. Cooper, vested immediately upon issuance, and the remaining shares of restricted common stock vested or will vest in equal installments of 16,667 shares on the first day of the third and fourth quarters of 2012. Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors IV GP") is the general partner of Pegasus Advisors IV and Craig Cogut ("Mr. Cogut") is the sole owner and managing member of Pegasus Advisors IV GP. Pegasus Advisors IV GP and Mr. Cogut disclaim beneficial ownership of the securities held by Pegasus Advisors IV except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Advisors IV GP or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Mr. Cogut is filing a Form 4 separately.

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.

	PEGASUS CAPITAL ADVISORS IV, L.P., By: Pegasus Capital Advisors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel & Secretary, /s/ Jason Schaefer	07/20/2012
	PEGASUS CAPITAL ADVISORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel & Secretary, /s/ Jason Schaefer	07/20/2012
	** Signature of Reporting Person	Date
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