SEC FORM 4

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

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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, LLC

99 RIVER ROAD

(Street)

COS COB

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)
09/30/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	09/30/2010		D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		239,975	D	⁽⁵⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Series E Non-Convertible Preferred Stock	09/30/2010		D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		235,295	D	⁽⁵⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		2,187,656	A	$1.6	20,301,114	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		1,846,882	A	$0.85	22,147,996	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		19,156,921	A	$1.6	41,304,917	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/30/2010		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		11,160,429	A	$1.6	52,465,346	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		12,500,000	A	$1.6	64,965,346	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	10/05/2010		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,125,000	A	$1.6	68,090,346	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$0.28	09/30/2010		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			2,000,000	⁽⁹⁾	⁽⁹⁾	Common Stock	11,160,429⁽¹⁾	⁽⁵⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Warrant (option to purchase)	$0.85	09/30/2010		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			3,605,316⁽¹⁰⁾	12/31/2008	⁽¹¹⁾	Common Stock	1,846,882	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Warrant (option to purchase)	$7	09/30/2010		D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			235,295	06/23/2010	⁽¹²⁾	Common Stock	11,764,750⁽¹³⁾	⁽¹⁴⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Warrant (option to purchase)	$6	09/30/2010		D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			60,758,777	⁽¹⁵⁾	⁽¹⁶⁾	Common Stock	60,758,777⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁷⁾	0	D
Warrant (option to purchase)	$5.91	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		60,758,777		⁽¹⁵⁾	⁽¹⁶⁾	Common Stock	60,758,777⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁷⁾	60,758,777	D
Option to purchase	$1.6	09/30/2010		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,125,000⁽¹⁸⁾		⁽¹⁹⁾	⁽²⁰⁾	Common Stock	3,125,000	⁽²¹⁾	3,125,000⁽¹⁸⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Option to purchase	$1.6	10/05/2010		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			3,125,000⁽¹⁸⁾	⁽¹⁹⁾	⁽²⁰⁾	Common Stock	3,125,000	⁽²¹⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. LED Holdings, LLC ("LED") exchanged 2,000,000 shares of Lighting Science Group Corporation's (the "Issuer") Series B Preferred Stock for 11,160,429 shares of the Issuer's common stock during a recapitalization of the Issuer's capital stock exempt under Rule 16b-7 pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings LLC ("Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners") and LED dated September 30, 2010 (the "Agreement"). Pegasus Partners exchanged 239,975 shares of the Issuer's Series C Preferred Stock for 2,187,656 shares of the Issuer's common stock pursuant to the Agreement. Pegasus Partners contributed the 2,187,656 shares of the Issuer's common stock to Holdings as a capital contribution pursuant to the Contribution Agreement dated September 30, 2010 by and between Holdings and Pegasus Partners (the "Contribution Agreement")...(continued onto next footnote)

2. (continued from previous)...Pegasus Partners exercised all of its 3,605,316 Series C Warrants, in accordance with their terms, on a cashless basis for 1,846,882 shares of the Issuer's common stock pursuant to the Agreement and contributed the 1,846,882 shares of the Issuer's common stock to Holdings as a capital contribution pursuant to the Contribution Agreement. Pegasus Partners contributed 60,758,777 Series D Units, consisting of 60,758,777 shares of Series D Preferred Stock of the Issuer and warrants to purchase 60,758,777 shares of common stock of the Issuer, to Holdings as a capital contribution pursuant to the Contribution Agreement...(continued onto next footnote)

3. (continued from previous)...Pegasus Partners exchanged 235,295 of the Issuer's Series E Units, consisting of 235,295 shares of the Issuer's Series E Preferred Stock and 235,295 Series E Warrants, for 19,156,921 shares of the Issuer's common stock pursuant to the Agreement and contributed the 19,156,921 shares of the Issuer's common stock to Holdings as a capital contribution pursuant to the Contribution Agreement. On September 30, 2010, the Issuer issued to Holdings 12,500,000 shares of the Issuer's common stock at a purchase price of $1.60 per share for an aggregate purchase price of $20,000,000. Holdings also received an option to purchase up to an additional 3,125,000 shares of the Issuer's common stock at a price per share of $1.60. Holdings exercised the option in full on October 5, 2010, and the Issuer issued Holdings an additional 3,125,000 shares of the Issuer's common stock for an aggregate purchase price of $5,000,000...(continued onto next footnote)

4. (continued from previous)...The 60,758,777 shares of Series D Preferred Stock of the Issuer will be automatically converted to 39,800,874 shares of common stock of the Issuer upon the effectiveness of a Certificate of Amendment to the Issuer's Certificate of Incorporation that will amend the Certificate of Designation concerning the Issuer's Series D Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment will become effective after it is filed with the Secretary of State of Delaware. The Certificate of Amendment has been approved by a majority of the Issuer's stockholders and the Issuer expects to file the Certificate of Amendment approximately 20 days after it mails an information statement concerning the Certificate of Amendment to stockholders. (END)

5. The accrued liquidation value of each of the Series B Preferred Stock, Series C Preferred Stock and Series E Non-Convertible Preferred Stock was calculated and those shares were exchanged for one share of the Issuer's common stock for each $1.60 of accrued liquidation value pursuant to the Agreement.

6. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 38,816,459 shares of the Issuer's common stock directly held by Holdings because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. 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 Mr. Cogut. Mr. Cogut is a director by deputization of the Issuer because he may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED...(continued onto next footnote)

7. (continued from previous)...Mr. Cogut disclaims beneficial ownership of the shares directly held by Holdings and LED except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such shares for purposes of Section 16 or any other purpose. Mr. Cogut may be deemed to indirectly own 101,391 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors"). Because Richard Weinberg ("Mr. Weinberg"), a partner of an affiliate of Pegasus Advisors and an employee of an affiliate of Pegasus Advisors, serves on the Issuer's Board of Directors as a representative of Pegasus Advisors, Pegasus Advisors is entitled to receive all director fees payable by the Issuer in respect of Mr. Weinberg's board position...(continued onto next footnote)

8. (continued from previous)...The 101,391 shares of the Issuer's common stock were accordingly issued directly to Pegasus Advisors. Mr. Weinberg disclaims beneficial ownership of such shares and has no pecuniary interest in such shares. Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the shares held by Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

9. The Series B Preferred Stock, after issuance, may be converted at any time and from time to time.

10. Pegasus Partners had originally been issued Series C Warrants to purchase 3,599,618 shares of the Issuer's common stock. The first issuance of Series D Units on March 3, 2010, triggered anti-dilution provisions in the Series C Warrants, causing them to adjust and become exercisable for 3,605,316 shares of the Issuer's common stock.

11. Warrant expires on the fifth anniversary of the original issuance date of December 31, 2008.

12. Warrant expires on the twelfth anniversary of the original issuance date of June 23, 2010.

13. Each of the 235,295 warrants grant an option to purchase 50 shares of the Issuer's common stock.

14. Warrant was surrendered for no consideration pursuant to the Agreement.

15. Warrant is immediately exercisable.

16. Warrant expires on the twelfth anniversary of the original issuance date.

17. Pegasus Partners' capital contribution to Holdings was credited at the amount of the original purchase price for Series D Units, which included Series D Warrants, at $1.006 per unit.

18. The option represented the right to purchase up to 3,125,000 shares of the Issuer's common stock at a price of $1.60 per share.

19. Option is immediately exercisable.

20. Option expired upon the earlier of: (a) the closing of a revolving credit facility that would provide the Issuer with at least $15,000,000 total borrowing capacity or (b) December 31, 2010.

21. The option did not have a price assigned to it but rather was characterized as a follow-on investment to Holdings' purchase of shares of the Issuer on September 30, 2010, that Holdings had the right to make.

Remarks:

	/s/ Craig Cogut	11/04/2010
	** Signature of Reporting Person	Date
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