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.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) 09/11/2013
	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

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
Series J Convertible Preferred Stock	$0.95	09/11/2013		A(1)(2)(3)		12,500		09/11/2013	(1)(2)(3)	Common Stock	(1)(2)(3)	$1,000	12,500	I	See Footnotes(4)(5)
Series I Convertible Preferred Stock	$1.18	09/11/2013		D(1)(2)(3)			15,577	05/25/2012	(1)(2)(3)	Common Stock	(1)(2)(3)	(1)(2)(3)	0	I	See Footnotes(4)(5)
Series I Convertible Preferred Stock	$0.95	09/11/2013		A(1)(2)(3)		15,577		09/11/2013	(1)(2)(3)	Common Stock	(1)(2)(3)	(1)(2)(3)	15,577	I	See Footnotes(4)(5)

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* LSGC Holdings II 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)

Explanation of Responses:

1. On September 11, 2013, Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings"), LSGC Holdings II LLC ("Holdings II") and RW LSG Holdings LLC entered into a Preferred Stock Subscription Agreement (the "Subscription Agreement") pursuant to which Holdings II purchased 12,500 shares of the Issuer's Series J Convertible Preferred Stock ("Series J Preferred Stock") for a purchase price of $1,000 per share. Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series J Preferred Stock. The Series J Preferred Stock has no expiration date. In connection with Subscription Agreement, the Issuer agreed to amend the Certificate of Designation governing the Issuer's Series I Convertible Preferred Stock (the "Series I COD Amendments") to, (Continued in footnote 2)

2. among other amendments, reduce the conversion price of the Series I Convertible Preferred Stock (the "Series I Preferred Stock") from $1.18 per share to $0.95 per share, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series I Preferred Stock, as amended. The Series I Preferred Stock has no expiration date. By operation of the Series I COD Amendments, Holdings II may be deemed to have exchanged 15,577 shares of the Issuer's Series I Preferred Stock with a conversion price of $1.18 per shares for 15,577 shares of the Issuer's Series I Preferred Stock with a conversion price of $0.95 per share. (Continued in footnote 3)

3. As a result of their relationship with directors of the Issuer, Holdings II and its affiliates have been recognized as directors by deputization of the Issuer and a committee of non-employee directors of the Issuer's Board of Directors approved the Subscription Agreement in advance of the parties entering into the Subscription Agreement and approved the Series I COD Amendments in advance of such amendments being filed with the State of Delaware.

4. Following the transactions reported herein, Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own 12,500 shares of the Issuer's Series J Preferred Stock and 15,577 shares of the Issuer's 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. 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 may be deemed to directly or indirectly control Pegasus Capital. Pegasus Capital and Craig Cogut are filing Forms 4 separately. (Continued in footnote 5)

5. Each of Pegasus Partners, Pegasus Investors, Pegasus GP and Craig Cogut disclaim beneficial ownership of the 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 Pegasus Partners, Pegasus Investors or Pegasus Investors GP 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: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	09/13/2013
	PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	09/13/2013
	PEGASUS INVESTORS IV GP, L.L.C., Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	09/13/2013
	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: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	09/13/2013
	** Signature of Reporting Person	Date
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