SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2008	3. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSGC.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/01/2008
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,012,067(1)(2)(3)	D(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	10/04/2007	10/04/2009	Common Stock	2,654,789(2)(3)(5)	$5.65	D(2)(3)

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer 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) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer 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) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEGASUS CAPITAL LLC (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer 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, LLC 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects a one-for-twenty reverse stock split of the Issuer's common stock which took effect on January 25, 2008.

2. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut ("Mr. Cogut", together with Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital, the "Reporting Persons"). By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and power to direct the disposition of the securities reported herein...(continued onto next footnote)

3. (continued from previous footnote)...Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective indirect pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Investors, Pegasus GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

4. Represents the purchase of 2,083,333 shares of Common Stock by LED Holdings, LLC ("LEDH") on April 22, 2008. Pegasus Partners IV, ("PPIV"), PP IV (AIV) LED, LLC ("PPAIV"), PP IV LED, LLC ("PPLED"), Richard Kelson ("Mr. Kelson") and LED Effects, Inc. ("LEDE", together with PPIV, PPAIV, PPLED, Mr. Kelson, the "LEDH Members") do not directly own any of the Common Stock but share voting and dispositive power over the Common Stock only as members of LEDH and by virtue of such status may be deemed to be the beneficial owner of the Common Stock held by LEDH. LEDH Members disclaim beneficial ownership of the Common Stock held by LEDH, except to the extent of any pecuniary interest, and this statement shall not be deemed to be an admission that they are the beneficial owners of such securities.

5. Not reflecting the one-for-twenty reverse stock split of the Issuer's common stock which took effect on January 25, 2008.

Remarks:

	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 By: /s/ Richard Weinberg, Vice President	07/29/2008
	PEGASUS INVESTORS IV, L.P. By: Pegasus Investors IV GP, L.L.C., its general partner By: /s/ Richard Weinberg, Vice President	07/29/2008
	PEGASUS INVESTORS IV GP, L.L.C By: /s/ Richard Weinberg, Vice President	07/29/2008
	PEGASUS CAPITAL, LLC By: /s/ Craig Cogut, President & Managing Member	07/29/2008
	/s/ Craig Cogut	07/29/2008
	** Signature of Reporting Person	Date
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