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) 04/19/2010
	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	04/19/2010		M		24,097,148	A	(1)	59,114,815	D(2)(3)
Series D Non-Convertible Preferred Stock	04/20/2010		A		1,555,860	A	(4)	60,670,675	D(2)(3)

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
Common Stock Warrants	$6	04/19/2010		M		24,097,148		04/19/2010	(5)	Common Stock	24,097,148	(1)	59,114,815	D(2)(3)
Common Stock Warrants	$6	04/20/2010		A		1,555,860		04/20/2010	(5)	Common Stock	1,555,860	(4)	60,670,675	D(2)(3)
Option (Right to Buy)	$1.006	04/19/2010		M			24,097,148	03/03/2010	04/18/2010	Units(6)	24,097,148	(7)	0	D(2)(3)
Option (Right to Buy)	$1.006	04/19/2010		J(8)			869,777	03/03/2010	04/18/2010	Units(6)	869,777	$0.00(8)	0	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 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. The reported securities are included within the 24,097,148 Units purchased by the Pegasus Partners (as defined in footnote (2)) for $1.006 per Unit.

2. The securities to which this report relates are held by Pegasus Partners IV, L.P. ("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"). (Continued on the next footnote)...

3. (continued from previous footnote)...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. 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. The reported securities are included within the 1,555,860 Units received by Pegasus Partners in satisfaction of the guaranty fee of $1,565,195 determined on April 20, 2010 pursuant to the Amended and Restated Guaranty Extension Agreement entered into between the Issuer and Pegasus Partners on March 15, 2010.

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

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 option for 24,097,148 Units was exercised on April 19, 2010 for $1.006 per Unit.

8. In accordance with its rights granted in the convertible note agreement, dated August 27, 2009, between the Issuer and Pegasus Partners, Pegasus Partners assigned its option regarding 869,777 Units. The option for 869,777 Units was assigned for no consideration.

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	04/21/2010
	Pegasus Investors IV GP, LLC By: /s/ Richard Weinberg, Vice President	04/21/2010
	Pegasus Investors IV, LP By: Pegasus Investors IV GP, LLC, its general partner /s/ Richard Weinberg, Vice President	04/21/2010
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	04/21/2010
	/s/ Craig Cogut	04/21/2010
	** Signature of Reporting Person	Date
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