X0202 4 2007-04-13 0 0000866970 LIGHTING SCIENCE GROUP CORP LSGP.OB 0000900529 ARDSLEY ADVISORY PARTNERS 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 1 0 Common Stock, par value $0.001 2007-04-13 4 P 0 50000 0.271 A 11716665 I See Footnotes Common Stock, par value $0.001 2007-04-17 4 P 0 25000 0.2924 A 11741665 I See Footnotes Common Stock, par value $0.001 2007-04-20 4 P 0 50000 0.2992 A 11791665 I See Footnotes Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore") directly holds 246,662 shares of Common Stock and immediately exercisable warrants for an additional 304,155 shares of Common Stock. Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Domestic") located at c/o Ardsley Partners I, 262 Harbor Drive, Stamford, Connecticut 06902, directly holds 3,211,671 shares of Common Stock and immediately exercisable warrants for an additional 8,029,177 shares of Common Stock. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to, and has investment discretion over the securities held by Ardsley Offshore, and serves as investment adviser to Ardsley Domestic. Phillip J. Hempleman and Ardsley Partners I, a New York general partnership ("Ardsley Partners") serve as the general partners of Ardsley Domestic. Ardsley Partners also serves as the general partner of Ardsley. Philip J. Hempleman, Ardsley and Ardsley Partners each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2). Common Stock purchased by Ardsley Offshore. * Evidence of Power of Attorney was submitted with the Schedule 13G filed by Ardsley Advisory Partners on February 14, 2006 and is incorporated by reference herein. ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli,* General Partner 2007-05-02 ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD., BY: /s/ Steve Napoli, Director 2007-05-02 ARDSLEY ADVISORY PARTNERS, BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli,* General Partner 2007-05-02 ARDSLEY PARTNERS I, BY PHILIP J. HEMPLEMEN, GENERAL PARTNER, BY: /s/ Steve Napoli,* General Partner 2007-05-02 PHILIP J. HEMPLEMAN, INDIVIDUALLY, BY: Steve Napoli,* As attorney in fact for Philip J. Hempleman 2007-05-02