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 PARTNERS IV LP (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/26/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2011		A(1)		2,969,697	A	$3.3	2,969,697	D
Common Stock								107,789,829	I	See Footnotes(2)(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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

Explanation of Responses:

1. Pegasus Partners IV, L.P. ("Pegasus Partners") entered into a Subscription Agreement (the "Agreement") dated January 26, 2011, with Lighting Science Group Corporation (the "Issuer") pursuant to which Pegasus Partners made a capital contribution to the Issuer in the amount of $9,800,000.50 (the "Capital Contribution") and the Issuer issued 2,969,697 shares of common stock (the "Shares") to Pegasus Partners. The Capital Contribution by Pegasus Partners and the issuance of the Shares pursuant to the Agreement were approved by the Issuer's Board of Directors in advance of Pegasus Partners and the Issuer entering into the Agreement.

2. Pegasus Partners may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED") because LSGC Holdings LLC ("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 directly 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. 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...(continued onto next footnote)

3. (continued from previous)...Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital", and together with Pegasus Partners, Pegasus Investors and Pegasus GP, the "Reporting Persons"). 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. Pegasus Partners disclaims beneficial ownership of the securities held directly by Holdings and LED except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that Pegasus Partners is the beneficial owner of such securities for purposes of Section 16 or for any other purpose...(continued onto next footnote)

4. (continued from previous)...Each of 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 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:

	PEGASUS PARTNERS IV, L.P. Pegasus Investors IV, L.P., its general partner Pegasus Investors IV GP, L.L.C., its general partner Name: Richard Weinberg Title: Vice President /s/ Richard Weinberg	01/28/2011
	Pegasus Investors IV, L.P. By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	01/28/2011
	Pegasus Investors IV GP, L.L.C. By: /s/ Richard Weinberg, Vice President	01/28/2011
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	01/28/2011
	** Signature of Reporting Person	Date
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