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) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG.PK ]	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) 03/03/2010
	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
Series D Non-Convertible Preferred Stock	03/03/2010		M(1)		35,017,667	A	(2)	35,017,667	D(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	$1.006	03/03/2010		M(1)			35,017,667	03/03/2010	(5)	Units(6)	35,017,667	(7)	0	D(3)(4)
Warrants	$6	03/03/2010		M(1)		35,017,667		03/03/2010	(8)	Common Stock	35,017,667	(2)	35,017,667	D(3)(4)
Option (Right to Buy)	$1.006	03/03/2010		A		24,966,925		03/03/2010	04/18/2010	Units(6)	24,966,925	(9)	24,966,925	D(3)(4)

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 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) 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 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. Automatic conversion of a Convertible Note into Units (See Footnote 6), issued as a replacement for a previously issued convertible note on August 27, 2009, in which the Issuer borrowed an aggregate principal amount of $32,846,619.02 from Pegasus Partners.

2. The outstanding principal balance and accrued unpaid interest of the Convertible Note, in the amount of $35,227,774, was converted into the number of Units equal to one Unit for each $1.006 of convertible debt. Each Unit includes one Warrant and one share of Series D Non-Convertible Preferred Stock (See Footnote 6).

3. The securities to which this report relates are held by Pegasus Partners. 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 share voting power and power to direct the disposition of the securities reported herein...(continued onto next footnote)

4. (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.

5. The maturity date was the earlier of July 31, 2010 or the consummation of the Issuer's rights offering, as contemplated by the Convertible Note. The Issuer's rights offering was consummated on March 3, 2010.

6. Each Unit is made up of (i) one share of Series D Non-Convertible Preferred Stock and (ii) a Warrant to purchase one share of the Issuer's common stock. The Warrants are immediately exercisable after issuance at an exercise price of $6.00 and expire on the twelfth anniversary of the issuance date.

7. The Convertible Note was received as a replacement for a previously issued convertible note in the amount of $32,846,619.02, which represented the principal and interest of the original note. The Convertible Note was converted into the number of Units equal to one Unit for each $1.006 of convertible debt. The outstanding principal balance and unpaid interest of the Convertible Note at conversion was $35,227,774.

8. The Warrants expire on the twelfth anniversary of the issuance date.

9. The option was received pursuant to the terms of the Convertible Note (See Footnote 2).

Remarks:

	Pegasus Partners IV, L.P. By:Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President	03/05/2010
	Pegasus Investors IV GP, LLC By: /s/ Richard Weinberg, Vice President	03/05/2010
	Pegasus Investors IV, LP By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President	03/05/2010
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	03/05/2010
	/s/ Craig Cogut	03/05/2010
	** Signature of Reporting Person	Date
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