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)
01/24/2011

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)
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)

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)
Economic Interest in Common Stock	⁽¹⁾⁽²⁾⁽³⁾	01/24/2011		J⁽¹⁾⁽²⁾⁽³⁾			100,000⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	D
Economic Interest in Common Stock	⁽¹⁾⁽²⁾⁽³⁾	01/24/2011		J⁽¹⁾⁽²⁾⁽³⁾			100,000⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)

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 PARTNERS IV LP

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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, L.P.

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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

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

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^*

PP IV LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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^*

PP IV (AIV) LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

06807

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. LSGC Holdings LLC ("Holdings") directly beneficially owns 78,617,333 shares of the common stock of Lighting Science Group Corporation (the "Issuer"). Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED Holdings, LLC ("LED") because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. Holdings disclaims beneficial ownership of any of the Issuer's securities held by LED except to the extent of its indirect 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 for any other purposes. Holdings issued 100,000 Class B-1 Membership Interests (the "Class B Membership Interests") on January 24, 2011...(continued onto next footnote)

2. (continued from previous)...By the issuance of the Class B Membership Interests, the economic interest of the other holders of membership interests in Holdings in the shares of the Issuer's common stock directly and indirectly beneficially owned by Holdings was reduced. The Class B Membership Interests were granted for no consideration and no shares of the Issuer's common stock were acquired or disposed by the issuance of the Membership Interests. Some of the Class B Membership Interests are subject to certain time-based restrictions...(continued onto next footnote)

3. (continued from previous)...The holders of the Class B Membership Interests will be entitled to an interest in future distributions equal to 2.91% of distributions generally, provided, however, before any of the holders of the Class B Membership Interests can receive any distributions, the current Class A Members must first receive distributions in an amount equal to the fair market value of Holdings' assets as of the time immediately prior to the distribution. In addition, the Class B Membership Interests incorporates a "catch-up" on that portion of amounts distributed under the previous sentence in excess of the Class A Members' invested capital.

4. Pegasus Partners IV ("Pegasus Partners") may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock held by LED because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. Pegasus Partners may be deemed to indirectly beneficially own 78,617,333 shares of the Issuer's common stock held by Holdings because Pegasus Partners may be deemed to have voting and dispositive power over such shares due to its membership interest in Holdings. Pegasus Partners is the managing member of Holdings...(continued onto next footnote)

5. (continued from previous)...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"). In addition, PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)", and together with Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital, the "Reporting Persons") may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock held by LED and the 78,617,333 shares of the Issuer's common stock held by Holdings due to their membership interests in Holdings...(continued onto next footnote)

6. (continued from previous)...By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and power to direct the disposition of the 29,172,496 shares of the Issuer's common stock held by LED and the 78,617,333 shares of the Issuer's common stock held by Holdings. Each of PP IV, PP IV (AIV), Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital 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 PP IV, PP IV (AIV), Pegasus Partners, Pegasus Investors, Pegasus GP or Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

	LSGC Holdings LLC Pegasus Partners IV, L.P its managing member Pegasus Investors IV, L.P., its general partner Pegasus Investors IV GP, L.L.C., its general partner Name: Steven Wacaster Title: Vice President /s/ Steven Wacaster	01/26/2011
	Pegasus Partners IV, L.P. By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	01/26/2011
	Pegasus Investors IV, L.P. By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	01/26/2011
	Pegasus Investors IV GP, L.L.C. By: /s/ Richard Weinberg, Vice President	01/26/2011
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	01/26/2011
	PP IV LED, LLC By: Pegasus Partners IV, L.P., its sole member By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	01/26/2011
	PP IV (AIV) LED, LLC By: Pegasus Partners IV (AIV), L.P., its sole member By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	01/26/2011
	** 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).
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