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^*

LUSK RONALD E

(Last)

(First)

(Middle)

2100 MCKINNEY AVENUE

SUITE 1555

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2006

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	09/18/2006		P		50,000	A	⁽¹⁾	6,678,404⁽²⁾	D
Common Stock	09/18/2006		G		30,000	D	⁽³⁾	6,648,404	D
Common Stock	09/18/2006		G		10,000	D	⁽³⁾	6,638,404	D
Common Stock	09/18/2006		G		10,000	D	⁽³⁾	6,628,404	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)
Common Stock Warrants (right to buy)	$0.3	09/22/2006		P		125,000		09/22/2006	09/22/2011	Common Stock	125,000	⁽¹⁾	125,000	D

Explanation of Responses:

1. On September 18, 2006, the issuer issued 50,000 shares of Common Stock and, on September 22, 2006, the issuer issued a warrant to purchase 500,000 shares of Common Stock, subject to adjustment, at an exercise price of $0.30 per share, subject to adjustment, to Mr. Lusk, in each case, in and as consideration for a guarantee by Mr. Lusk of $50,000 of a $2,000,000 line of credit of the issuer.

2. Includes: (i) 125,000 shares issuable by the issuer to Mr. Lusk pursuant to the exercise of warrants of the issuer at an exercise price of $0.30 per share; (ii) 50,000 shares issuable by the issuer to Mr. Lusk pursuant to the exercise of warrants of the issuer at an exercise price of $1.50 per share; (iii) 200,000 shares issuable to Mr. Lusk pursuant to the exercise of options of the issuer at an exercise price of $0.32 per share (one-third of which vested at the grant date of 2/21/06, one-third of which will vest on 2/21/07, and one-third of which will vest on 2/21/08).

3. The shares shown in this line item were gifted by Mr. Lusk on the same date that he received the shares shown in Line 1 of TABLE I herein and discussed in Footnote 1 above.

	Ronald E Lusk	09/27/2006
	** 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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