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 II LLC

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2011

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	05/16/2011		M⁽¹⁾⁽²⁾⁽³⁾		1,635,800	A	$4	1,635,800	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)
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	$4	05/16/2011		A⁽¹⁾⁽²⁾⁽³⁾		1,635,800		⁽⁴⁾	⁽⁵⁾	Common Stock	1,635,800	$4	1,635,800	D
Option to purchase	$4	05/16/2011		M⁽¹⁾⁽²⁾⁽³⁾			1,635,800	⁽⁴⁾	⁽⁵⁾	Common Stock	1,635,800	$4	1,635,800	D

Explanation of Responses:

1. On May 16, 2011, Lighting Science Group Corporation (the "Issuer") entered into a subscription agreement (the "Subscription Agreement") with LSGC Holdings LLC ("Holdings"), and LSGC Holdings II LLC ("Holdings II"). Pursuant to the Subscription Agreement, Holdings II agreed to purchase 1,635,800 shares of common stock of the Issuer at a price per share of $4.00. The Issuer issued the common stock to Holdings II in exchange for, and in full satisfaction of, the Demand Promissory Note, dated May 6, 2011 (the "Demand Note"), issued to Holdings II by the Issuer. As of May 16, 2011, the outstanding balance on the Demand Note, including principal and interest, was $6,543,200. The Subscription Agreement contains certain purchase price protections...(continued onto next footnote)

2. (continued from previous)...Specifically, if the Issuer issues common stock in its currently contemplated public offering (the "Proposed Offering") at a price per share below $4.00, it would issue to Holdings II additional shares of common stock such that the weighted average purchase price per share of Holdings II would equal the price at which the shares were issued in the Proposed Offering. Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of Holdings II. 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...(continued onto next footnote)

3. (continued from previous)...Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut. Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital and Craig Cogut have filed Forms 4 with the SEC separately. As a result of its relationship with directors of the Issuer, Holdings II has been recognized as a director by deputization of the Issuer and the Issuer's Committee of Independent Directors approved the Subscription Agreement before the Issuer, Holdings and Holdings II entered into the Subscription Agreement.

4. The option is immediately exercisable.

5. The option does not expire.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, LSGC Holdings II LLC is deemed a director by deputization by virtue of its representation on the Board of Directors of Lighting Science Group Corporation.

	LSGC HOLDINGS II LLC Pegasus Partners IV, L.P its sole 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	05/18/2011
	** Signature of Reporting Person	Date
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