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* COGUT CRAIG M (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) 10/21/2013
	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(1)(2)	10/21/2013		A(1)(2)		1,157		10/21/2013	(1)(2)	Common Stock	(1)(2)	$1,000	16,157	I	See Footnote(3)(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 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* 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 October 21, 2013, pursuant to a standby purchase obligation set forth in the Preferred Stock Subscription Agreement by and among Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings"), LSGC Holdings II LLC ("Holdings II") and RW LSG Holdings LLC, dated September 11, 2013, Holdings II was deemed to have acquired from the Issuer 1,157 shares of the Issuer's Series J Convertible Preferred Stock ("Series J Preferred Stock") for a purchase price of $1,000 per share. In connection with the standby purchase obligation, on November 19, 2013, the Issuer and Holdings II entered into a Preferred Stock Subscription Agreement. 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. (Continued in Footnote 2)

2. The Series J Preferred Stock has no expiration date. As a result of its relationship with a director 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 issuance of the Series J Preferred Stock in advance of Holdings II's acquisition of such securities.

3. Following the transactions reported herein, Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own 13,657 shares of the Issuer's Series J 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 ("Mr. Cogut") may be deemed to directly or indirectly control Pegasus Capital. (Continued in Footnote 4)

4. Additionally, Mr. Cogut may be deemed to indirectly beneficially own 2,500 shares of the Issuer's Series J Preferred Stock directly held by PCA Holdings because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Each of Mr. Cogut and Pegasus Capital disclaim beneficial ownership of the securities directly held by Holdings II and PCA Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut or Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in Footnote 5)

5. Pegasus Partners, Pegasus Investors and Pegasus GP also 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.

	CRAIG COGUT: /s/ Craig Cogut	11/21/2013
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member, /s/ Craig Cogut	11/21/2013
	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	11/21/2013
	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	11/21/2013
	PEGASUS INVESTORS IV GP, L.L.C., Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster	11/21/2013
	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	11/21/2013
	** Signature of Reporting Person	Date
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