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 Capital Advisors IV, L.P. (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.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2010
	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
Common Stock	01/03/2011		M(1)(2)		36,363	A	$3.3	137,754	D

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
Option to purchase	$3.3	12/21/2010		A(1)(2)		36,363		12/21/2010	01/03/2011	Common Stock	36,363	(1)(2)	36,363	D
Option to purchase	$3.3	01/03/2011		M(1)(2)			36,363	12/21/2010	01/03/2011	Common Stock	36,363	(1)(2)	0	D
Option to purchase	$3.3	01/03/2011		A(1)(2)		12,000		(3)	01/03/2021	Common Stock	12,000	(1)(2)	24,000	D

1. Name and Address of Reporting Person* Pegasus Capital Advisors IV, L.P. (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pegasus Capital Advisors IV GP, LLC (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Board of Directors (the "Board") of Lighting Science Group Corporation (the "Issuer") at a December 21, 2010, Board meeting granted Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors") certain director fees. Pegasus Advisors received an option to receive either $120,000 in cash or to receive an equivalent amount in Issuer common stock at a price of $3.30 per share. This option was immediately exercisable and had an expiration date of January 3, 2011. Pegasus Advisors exercised this option on January 3, 2011, and was granted 36,363 shares of the Issuer's common stock. In addition, on January 3, 2011, Pegasus Advisors was granted an option to purchase 12,000 shares of the Issuer's common stock as part of the director fees. (continued on the next footnote)...

2. (Continued from the last footnote)... 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 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. All shares and options issued as director fees to which this report relates were accordingly issued directly to Pegasus Advisors. Mr. Weinberg disclaims beneficial ownership of all of the Issuer's securities to which this report relates and has no pecuniary interest in such securities.

3. The stock options vest in equal quarterly installments on the first trading day immediately following the end of each fiscal quarter of 2011 and are subject to the terms of the Issuer's Amended and Restated Equity-Based Compensation Plan.

Remarks:

	PEGASUS CAPITAL ADVISORS IV, L.P. By: Pegasus Capital Advisors IV GP, LLC, its general partner Name: Richard Weinberg Title: Vice President /s/ Richard Weinberg	01/11/2011
	Pegasus Capital Advisors IV GP, LLC By: /s/ Richard Weinberg, Vice President	01/11/2011
	** Signature of Reporting Person	Date
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