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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/14/2012

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	03/23/2012		M⁽¹⁾⁽²⁾⁽³⁾		84,034⁽¹⁾⁽²⁾⁽³⁾	A	$1.19⁽¹⁾⁽²⁾⁽³⁾	221,788	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	⁽¹⁾⁽²⁾⁽³⁾	03/14/2012		A⁽¹⁾⁽²⁾⁽³⁾		1⁽¹⁾⁽²⁾⁽³⁾		03/14/2012	⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾	84,034⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	1⁽¹⁾⁽²⁾⁽³⁾	D
Option	⁽¹⁾⁽²⁾⁽³⁾	03/23/2012		M⁽¹⁾⁽²⁾⁽³⁾			1⁽¹⁾⁽²⁾⁽³⁾	03/14/2012	⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾	84,034⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	0	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. The Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") at the March 14, 2012, Board meeting granted Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors") certain director fees. Because Richard Weinberg ("Mr. Weinberg"), a partner of an affiliate of Pegasus Advisors and an employee of an affiliate of Pegasus Advisors, serves on the Issuer's Board as a representative of Pegasus Advisors, Mr. Weinberg does not have a right to any of the Issuer's securities issued as director fees and Pegasus Advisors is entitled to receive all director fees payable by the Issuer in respect of Mr. Weinberg's Board position. All securities issued as director fees to which this report relates were accordingly issued directly to Pegasus Advisors. Mr. Weinberg disclaims beneficial ownership of all of the Issuer's securities to which this report relates and at no time has Mr. Weinberg had any pecuniary interest in such securities. (Continued in footnote 2)

2. For the director fees, the Issuer granted Pegasus Advisors an option to elect to receive either 84,034 shares of Issuer restricted common stock valued at $1.19 per share or an equivalent value of options to purchase Issuer common stock. This option was immediately exercisable by Pegasus Advisors and did not have a fixed expiration date but rather would remain outstanding through the time Mr. Weinberg would make an election to receive his director fees in either Issuer restricted common stock or options to purchase Issuer common stock and Pegasus Advisors would thereafter exercise the option accordingly. On March 23, 2012, Mr. Weinberg elected to receive the 84,034 shares of restricted common stock as director fees, Pegasus Advisors exercised its option to receive 84,034 shares of restricted common stock and the Issuer issued the 84,034 shares of restricted common stock to Pegasus Advisors. (Continued in footnote 3)

3. The 84,034 shares of restricted common stock vest in substantially similar portions on the first day of each quarter of 2012. Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Craig Cogut ("Mr. Cogut") is the sole owner and managing member of Pegasus Advisors GP. Pegasus Advisors GP disclaims beneficial ownership of the securities held by Pegasus Advisors except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Advisors GP 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, LLC, its general partner, Name: Jason Schaefer, Title: General Counsel & Secretary /s/ Jason Schaefer	05/10/2012
	PEGASUS CAPITAL ADVISORS IV GP, LLC, Name: Jason Schaefer, Title: General Counsel & Secretary /s/ Jason Schaefer	05/10/2012
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.