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^*

COGUT CRAIG M

(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)
09/25/2012

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)

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 (right to purchase)	$1,000	09/25/2012		A⁽¹⁾⁽²⁾⁽³⁾		1		09/25/2012	10/05/2012	Series H Convertible Preferred Stock	6,930	⁽¹⁾⁽²⁾⁽³⁾	1	I	See Footnotes⁽⁴⁾⁽⁵⁾
Warrant Right	⁽¹⁾⁽²⁾⁽³⁾	09/25/2012		A⁽¹⁾⁽²⁾⁽³⁾		1		09/25/2012	10/05/2012	Warrant to Acquire Common Stock	1⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	1	I	See Footnotes⁽⁴⁾⁽⁵⁾
Option (right to purchase)	$1,000	09/25/2012		A⁽¹⁾⁽²⁾⁽³⁾		1		09/25/2012	10/05/2012	Series H Convertible Preferred Stock	7,321	⁽¹⁾⁽²⁾⁽³⁾	2	I	See Footnotes⁽⁴⁾⁽⁵⁾
Warrant Right	⁽¹⁾⁽²⁾⁽³⁾	09/25/2012		A⁽¹⁾⁽²⁾⁽³⁾		1		09/25/2012	10/05/2012	Warrant to Acquire Common Stock	1⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	2	I	See Footnotes⁽⁴⁾⁽⁵⁾
Option (right to purchase)	$1,000	09/25/2012		S⁽¹⁾⁽²⁾⁽³⁾			1	09/25/2012	10/05/2012	Series H Convertible Preferred Stock	6,930	⁽¹⁾⁽²⁾⁽³⁾	1	I	See Footnotes⁽⁴⁾⁽⁵⁾
Warrant Right	⁽¹⁾⁽²⁾⁽³⁾	09/25/2012		S⁽¹⁾⁽²⁾⁽³⁾			1	09/25/2012	10/05/2012	Warrant to Acquire Common Stock	1⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	1	I	See Footnotes⁽⁴⁾⁽⁵⁾
Option (right to purchase)	$1,000	09/25/2012		S⁽¹⁾⁽²⁾⁽³⁾			1	09/25/2012	10/05/2012	Series H Convertible Preferred Stock	7,321	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Warrant Right	⁽¹⁾⁽²⁾⁽³⁾	09/25/2012		S⁽¹⁾⁽²⁾⁽³⁾			1	09/25/2012	10/05/2012	Warrant to Acquire Common Stock	1⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾

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

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

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

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

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 PARTNERS IV LP

(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^*

LSGC Holdings II 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)

1. Name and Address of Reporting Person^*

PCA LSG Holdings, 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. On September 25, 2012, Lighting Science Group Corporation (the "Issuer") issued to LSGC Holdings II LLC ("Holdings II") an option (the "Holdings II Option") to purchase 6,930 shares of the Issuer's Series H Convertible Preferred Stock (the "Series H Preferred Stock") and a right to receive a warrant (the "Holdings II Warrant Right") to purchase 1,131,429 shares of the Issuer's common stock if Holdings II exercised the Holdings II Option by agreeing to purchase at least 95% of the shares of Series H Preferred Stock underlying the Holdings II Option, and issued to PCA LSG Holdings, LLC ("PCA Holdings") (Continued in Footnote 2)

2. an option (the "PCA Holdings Option") to purchase 7,321 shares of Series H Preferred Stock and a right to receive a warrant (the "PCA Holdings Warrant Right") to purchase 1,195,265 shares of the Issuer's common stock if PCA Holdings exercised the PCA Holdings Option by agreeing to purchase at least 95% of the shares of Series H Preferred Stock underlying the PCA Holdings Option. The Holdings II Option, the Holdings II Warrant Right, the PCA Holdings Option and the PCA Holdings Warrant Right were all issued pursuant to certain preemptive rights held by Holdings II and PCA Holdings as holders of shares of the Issuer's Series I Convertible Preferred Stock (the "Series I Preferred Stock") and described in the Certificate of Designation governing the shares of Series I Preferred Stock (the "Series I COD"). On September 25, 2012, pursuant to separate (Continued in Footnote 3)

3. Series I Assignments of Preemptive Rights, Holdings II assigned the Holdings II Option and the Holdings II Warrant Right (the "Holdings II Assignments") to unaffiliated third parties, and PCA Holdings assigned the PCA Holdings Option and the PCA Holdings Warrant Right (the "PCA Holdings Assignment," and with the Holdings II Assignments, the "Assignments") to an unaffiliated third party. The Assignments were made in consideration of investments in the Issuer's securities made by the unaffiliated third parties. As a result of their representation on the Board of Directors of the Issuer, each of Holdings II and PCA Holdings has been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Series I COD and the issuances of the Holdings II Option, the Holdings II Warrant Right, the PCA Holdings Option and the PCA Holdings Warrant Right in advance of issuance.

4. Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own the securities of the Issuer held by Holdings II because Pegasus Partners is the sole member of Holdings II. Pegasus Investors IV, L.P. ("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 ("Mr. Cogut") may be deemed to directly or indirectly control Pegasus Capital. Pegasus Capital may be deemed to indirectly beneficially own the securities of the Issuer held directly by PCA Holdings because Pegasus Capital is the managing member of PCA Holdings. (Continued Footnote in 5)

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

	Craig Cogut /s/ Craig Cogut	09/27/2012
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	09/27/2012
	PEGASUS INVESTORS IV GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer	09/27/2012
	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	09/27/2012
	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	09/27/2012
	LSGC HOLDINGS II LLC, By: Pegasus Partners IV, L.P., its sole member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Jason Schaefer, Title: Secretary /s/ Jason Schaefer	09/27/2012
	PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	09/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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