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^*

Wagner Leon

(Last)

(First)

(Middle)

BUILDING 2A, 1227 SOUTH PATRICK DRIVE

(Street)

SATELLITE BEACH

32937

(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	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)

X	Form filed by One Reporting Person
	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, par value $0.001 per share	08/28/2014		A		5,137⁽¹⁾	A	$0.00	1,917,882	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	$3.3	01/03/2011		M		12,000⁽²⁾		01/03/2011	01/03/2021	Common Stock, par value $0.001 per share	12,000	⁽²⁾	12,000	D
Series I Conv. Preferred Stock, par value $0.001 per share	$1.18⁽³⁾	05/25/2012		J		6,651		05/25/2012	⁽³⁾	Common Stock, par value $0.001 per share	7,001,053⁽³⁾	⁽³⁾	6,651⁽³⁾	D
Option	$1.52	06/15/2012		M		15,068⁽⁴⁾		06/15/2012	05/25/2022	Common Stock, par value $0.001 per share	15,068	⁽⁴⁾	15,068	D

Explanation of Responses:

1. Represents restricted shares of common stock of Lighting Science Group Corporation (the "Issuer"), par value $0.001 per share (each, a "Share"), granted to Leon Wagner by the Issuer's board of directors as compensation for his service from August 28, 2014 through the end of the year as the chairman of the committee of independent directors of the Issuer. The Shares will vest in full on January 1, 2015.

2. As compensation for Mr. Wagner's service during 2011 on the board of directors of the Issuer, the Issuer's board of directors granted Mr. Wagner stock options to purchase 12,000 Shares at an exercise price of $3.30 per Share. The stock options vested in full on the first day of the first calendar quarter of 2012.

3. Each share of Series I Convertible Preferred Stock ("Series I Preferred Stock") is immediately convertible into approximately 1,052.6 Shares, subject to certain adjustments in the Stated Value (as defined in the Certificate of Designation governing the Series I Preferred Stock). The Series I Preferred Stock has no expiration date.

4. As compensation for Mr. Wagner's service during 2012 as a member of the audit committee and committee of independent directors of the Issuer, the Issuer's board of directors granted Mr. Wagner stock options to purchase 15,068 Shares at an exercise price of $1.52 per Share, the closing price on May 24, 2012. The stock options vested in full on the first day of the fourth calendar quarter of 2012.

Remarks:

	/s/ Leon Wagner	09/12/2014
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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