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) C/O PEGASUS CAPITAL ADVISORS, L.P. 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) 05/13/2011
	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								2,969,697	D
Common Stock	05/13/2011		J(1)(2)(3)		1,125,000	D	(1)(2)(3)	161,164,829	I	See Footnotes(4)(5)(6)
Common Stock	05/16/2011		A(1)(2)(3)		3,750,000	A	$4	164,914,829	I	See Footnotes(4)(5)(6)
Common Stock	05/16/2011		M(1)(2)(3)		1,635,800	A	$4	166,550,629	I	See Footnotes(4)(5)(6)

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	$4	05/16/2011		A(1)(2)(3)		1,635,800		(7)	(8)	Common Stock	1,635,800	$4	1,635,800	I	See Footnotes(4)(5)(6)
Option to purchase	$4	05/16/2011		M(1)(2)(3)			1,635,800	(7)	(8)	Common Stock	1,635,800	$4	0	I	See Footnotes(4)(5)(6)

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 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) C/O PEGASUS CAPITAL ADVISORS, L.P. 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) C/O PEGASUS CAPITAL ADVISORS, L.P. 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 CAPITAL LLC (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 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)

Explanation of Responses:

1. On May 13, 2011, LSGC Holdings LLC ("Holdings") entered into a binding term sheet (the "Term Sheet") with Continental Casualty Company (the "Investor") which sets forth the terms of an investment by which the Investor will contribute $15.0 million (the "Investment") into Holdings in exchange for a senior preferred member interest in Holdings (the "Preferred Member Interest"). Pursuant to the Preferred Member Interest, Holdings will distribute to the Investor an aggregate of 1,125,000 of the common stock purchased pursuant to the Subscription Agreement (the "Investor Stock") (562,500 shares of common stock at the consummation of the Investment, 281,250 shares of common stock upon the first anniversary of the Investment and 281,250 shares of common stock upon the second anniversary of the Investment). No portion of the Investor Stock will be distributed to the Investor subsequent to a redemption...(continued onto next footnote)

2. (continued from previous footnote)...On May 16, 2011, the Issuer entered into a subscription agreement (the "Subscription Agreement") with Holdings and LSGC Holdings II LLC ("Holdings II"). Pursuant to the Subscription Agreement, Holdings and Holdings II agreed to purchase 3,750,000 and 1,635,800 shares of the Issuer's common stock, respectively, at a price per share of $4.00. With respect to the issuance of common stock to Holdings, the obligations of both the Issuer and Holdings under the Subscription Agreement are conditioned upon Holdings' receipt of the requisite funds from a third party investor or investors on or before June 15, 2011. 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 Company...(continued onto next footnote)

3. (continued from previous footnote)...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. 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 and Holdings II additional shares of common stock such that the weighted average purchase price per share of Holdings and Holdings II would equal the price at which the shares were issued in the Proposed Offering. As a result of their respective relationships with directors of the Issuer, Holdings and Holdings II each have 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. Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to indirectly beneficially own the 1,635,800 shares of the Issuer's common stock held by Holdings II because Pegasus Partners may be deemed to have voting and dispositive power over such shares due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Pegasus Partners 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. Pegasus Partners may be deemed to indirectly beneficially own 135,742,333 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", 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 1,635,800 shares of the Issuer's common stock held by Holdings II, the 29,172,496 shares of the Issuer's common stock held by LED and the 135,742,333 shares of the Issuer's common stock held by Holdings...(continued onto next footnote)

6. (continued from previous).... Pegasus Partners disclaims beneficial ownership of the securities held directly by Holdings II, 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. 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.

7. The option is immediately exercisable.

8. The option does not expire.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Lighting Science Group Corporation.

	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	05/18/2011
	Pegasus Investors IV, L.P. By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	05/18/2011
	Pegasus Investors IV GP, L.L.C. By: /s/ Richard Weinberg, Vice President	05/18/2011
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	05/18/2011
	** Signature of Reporting Person	Date
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