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^*

LSGC Holdings LLC

(Last)

(First)

(Middle)

C/O PEGASUS PARTNERS IV, L.P.

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)
10/05/2010

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)
Common Stock	10/05/2010		M⁽¹⁾		3,125,000	A	$1.6	38,816,459	D
Common Stock								29,172,496	I	See Footnote⁽²⁾

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)
Option to purchase	$1.6	10/05/2010		M⁽¹⁾			3,125,000⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	3,125,000	⁽⁶⁾	0	D

Explanation of Responses:

1. LSGC Holdings LLC ("Holdings") exercised an option to purchase 3,125,000 shares of Lighting Science Group Corporation's (the "Issuer") common stock at a purchase price of $1.60 per share for an aggregate purchase price of $5,000,000 on October 5, 2010.

2. Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED Holdings") because Holdings may be deemed to have voting and dispositive power over the such shares as a member of LED Holdings. Holdings disclaims beneficial ownership of the shares directly held by LED Holdings except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Holdings is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. 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.

4. Option is immediately exercisable.

5. 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.

6. The option did not have a price assigned to it but rather was characterized as a follow-on investment to Holdings' purchase of 12,500,000 shares of the Issuer for an aggregate purchase price of $20,000,000 on September 30, 2010, that Holdings had the right to make.

Remarks:

	LSGC Holdings LLC By: Pegasus Partners IV, L.P., its managing 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	11/04/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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