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)
12/22/2010

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	12/22/2010		M⁽¹⁾		39,800,874	A	⁽²⁾	107,891,220	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾

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 D Preferred Stock	⁽²⁾	12/22/2010		M⁽¹⁾			60,758,777	⁽¹⁾	⁽¹⁾	Common Stock	39,800,874	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among Lighting Science Group Corporation (the "Issuer"), LSGC Holdings LLC ("Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners") and LED Holdings, LLC ("LED") dated September 30, 2010 (the "Agreement"), 60,758,777 shares of Series D Preferred Stock of the Issuer were 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 amended the Certificate of Designation concerning the Issuer's Series D Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment became effective after it was filed with the Secretary of State of Delaware on December 22, 2010. The Certificate of Amendment was approved by a majority of the Issuer's stockholders.

2. The accrued liquidation value of the Series D Preferred Stock was calculated and those shares were converted to one share of the Issuer's common stock for each $1.60 of accrued liquidation value pursuant to the Agreement.

3. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 78,617,333 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, L.L.C. ("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 on the next footnote)

4. (Continued from previous footnote)...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")...(Continued on the next footnote)

5. (Continued from previous footnote)...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.

Remarks:

	Name: Craig Cogut /s/ Craig Cogut	12/27/2010
	** 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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