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 PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 06807 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,969,697	D
Common Stock	11/17/2011		A(1)(2)		830,000	A	(1)(2)	167,380,629	I	See Footnotes(10)(11)(12)
Common Stock	12/01/2011		D(3)(4)		830,000	D	(3)(4)	166,550,629	I	See Footnotes(10)(11)(12)
Common Stock	12/01/2011		A(3)(4)		830,000	A	(3)(4)	167,380,629	I	See Footnotes(10)(11)(12)
Common Stock	12/09/2011		A(5)		136,950	A	(5)	168,053,593	I	See Footnotes(10)(11)(12)
Common Stock	03/20/2012		A(6)		166,000	A	(6)	168,639,093	I	See Footnotes(10)(11)(12)
Common Stock	03/28/2012		A(7)		166,000	A	(7)	168,805,093	I	See Footnotes(10)(11)(12)
Common Stock	05/18/2012		A(8)		166,000	A	(8)	169,137,093(9)	I	See Footnotes(10)(11)(12)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 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 Investors IV, L.P. (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 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 Investors IV GP, LLC (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 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 LLC (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 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* COGUT CRAIG M (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD (Street) COS COB CT 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. As previously reported, on November 17, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Subscription Agreement (the "Subscription Agreement") with PCA LSG Holdings, LLC ("PCA Holdings") and Pegasus Partners IV, L.P. ("Pegasus Partners" and together with PCA Holdings, the "Purchasers") pursuant to which the Issuer granted the Purchasers an option (the "Option") to purchase, in the aggregate, up to 40,000 units (the "Units") of the Issuer's securities at a purchase price of $1,000 per Unit, with each Unit consisting of: (a) one share of the Issuer's Series F Preferred Stock and (b) 83 shares of the Issuer's common stock. On November 17, 2011, as part of the Subscription Agreement, PCA Holdings partially exercised the Option by electing to purchase 10,000 of the Issuer's Units. (Continued in footnote 2)

2. Pursuant to an agreement between the Purchasers that was made at the time of the Subsription Agreement and that was memorialized in the Participation Agreement (the "Participation Agreement") dated December 19, 2011, by and among PCA Holdings, Pegasus Partners, Pegasus Investors IV, L.P. ("Pegasus Investors"), Pegasus Capital Partners IV, L.P. and Pegasus Partners IV (OA), LP, the Purchasers agreed that Pegasus Partners would acquire an indirect pecuniary interest in any shares of the Issuer's common stock underlying Units acquired by PCA Holdings as a result of its exercise of the Option and acquisition of Units, including the common stock underlying the Units acquired by PCA Holdings on November 17, 2011.

3. On December 1, 2011, the Issuer, pursuant to the Subscription Agreement, entered into a Series G Unit Subscription Agreement (the "Series G Subscription Agreement") with the Purchasers, Ensemble Lights LLC, Mark Kristoff , Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and LSGC Holdings II LLC ("Holdings II") pursuant to which the Option was canceled and the Issuer issued a Series G option (the "Series G Option") granting the right to purchase 28,500 units consisting of (a) one share of the Issuer's Series G Preferred Stock and (b) 83 shares of the Issuer's common stock (the "Series G Units") at a purchase price of $1,000 per Series G Unit to the Purchasers and Holdings II. Also, pursuant to the Subscription Agreement, PCA Holdings exercised its right to exchange its Units for Series G Units. (Continued in footnote 4)

4. Pegasus Partners' pecuniary interest in common stock underlying units held by PCA Holdings did not change as a result of PCA Holdings exchanging its Units for Series G Units.

5. Pursuant to the Series G Subscription Agreement, on December 9, 2011, PCA Holdings exercised the Series G Option by electing to purchase 1,650 Series G Units for $1,000 per Series G Unit, resulting in an indirect pecuniary interest for Pegasus Partners in the shares of Issuer common stock underlying the 1,650 Series G Units purchased by PCA Holdings in accordance with the agreement between the Purchasers that was memorialized in the Participation Agreement.

6. Pursuant to the terms of the Series G Unit Subscription Agreement dated March 20, 2012, by and between the Issuer and PCA Holdings, PCA Holdings purchased 2,000 Series G Units for a purchase price of $1,000 per Series G Unit, resulting in an indirect pecuniary interest for Pegasus Partners in the shares of Issuer common stock underlying the 2,000 Series G Units purchased by PCA Holdings in accordance with the Participation Agreement.

7. Pursuant to the terms of the Series G Unit Subscription Agreement dated March 28, 2012, by and between the Issuer and PCA Holdings, PCA Holdings purchased 2,000 Series G Units for a purchase price of $1,000 per Series G Unit, resulting in an indirect pecuniary interest for Pegasus Partners in the shares of Issuer common stock underlying the 2,000 Series G Units purchased by PCA Holdings in accordance with the Participation Agreement.

8. Pursuant to the terms of the Series G Unit Subscription Agreement dated May 18, 2012, by and between the Issuer and PCA Holdings, PCA Holdings purchased 2,000 Series G Units for a purchase price of $1,000 per Series G Unit, resulting in an indirect pecuniary interest for Pegasus Partners in the shares of Issuer common stock underlying the 2,000 Series G Units purchased by PCA Holdings in accordance with the Participation Agreement.

9. On the date of this report, Pegasus Partners indirectly beneficially owned 166,632,093 shares of the Issuer's common stock.

10. As previously disclosed, as of the date hereof Pegasus Partners may be deemed to indirectly beneficially own 133,117,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Pegasus Partners' relationship with Holdings. Pegasus Partners is the managing member of Holdings. Pegasus Investors is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Craig Cogut may be deemed to directly or indirectly control Pegasus Capital. Pegasus Capital and Craig Cogut have already filed Forms 4 separately reporting their indirect beneficial ownership of the common stock underlying the Units and Series G Units purchased by PCA Holdings reported on this form. (Continued in footnote 11)

11. As previously disclosed, as of the date hereof Pegasus Partners also may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 15,577 shares of the Issuer's Series I Convertible Preferred Stock (the "Series I Preferred Stock") and an option to purchase 21,131 shares of Series I Preferred Stock directly held by Holdings II because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. As previously disclosed, as of the date hereof Pegasus Partners also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED") due to its relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. (Continued in footnote 12)

12. Each of Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital and Craig Cogut disclaims beneficial ownership of the securities directly held by Holdings, Holdings II and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital or Craig Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Craig Cogut disclaims beneficial ownership of the securities directly held by Pegasus Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Investors, Pegasus GP, Pegasus Capital or Craig Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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 PARTNERS IV, L.P., By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	06/08/2012
	PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	06/08/2012
	PEGASUS INVESTORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	06/08/2012
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	06/08/2012
	CRAIG COGUT, Name: Craig Cogut /s/ Craig Cogut	06/08/2012
	** Signature of Reporting Person	Date
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